Jiangsu Recbio Technology Co., Ltd. - Proxy Solicitation & Information Statement 2023

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)

AMENDMENTS TO THE ARTICLES OF ASSOCIATION GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE ADDITIONAL SHARES OF THE COMPANY NOTICE OF EXTRAORDINARY GENERAL MEETING AND NOTICE OF H SHARE CLASS MEETING

Jiangsu Recbio Technology Co., Ltd. will convene the EGM at 10:00 a.m. on Thursday, September 21, 2023 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 100 to 103 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 Wednesday, September 20, 2023) 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.

September 6, 2023

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I COMPARISON TABLE OF THE AMENDMENTS TO THE
ARTICLES OF ASSOCIATION. . . . . . . . . . . . . . . . . . . . . .	9
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . .	100
NOTICE OF H SHARE CLASS MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	102

– i –

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” 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 Meetings”
the Class Meeting for Holders of Domestic Shares and Unlisted Foreign Shares and the H Share Class Meeting
“Class Meeting for Holders of Domestic Shares and Unlisted Foreign Shares”
the 2023 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 Thursday, September 21, 2023
“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, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2179)
“CSRC”
China Securities Regulatory Commission (中國證券監督管理委員會)
“Director(s)” the director(s) of the Company
“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 2023 first extraordinary general meeting of the Company to be held at 10:00 a.m. on Thursday, September 21, 2023
“Group”
the Company and all of its subsidiaries

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DEFINITIONS

“H Share(s)”
overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is(are) listed on the Stock Exchange and traded in Hong Kong Dollars
“H Share Class Meeting”
the 2023 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 Thursday, September 21, 2023
“H Share Registrar”
Computershare Hong Kong Investor Services Limited
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date” August 31, 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
“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
“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)
“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
“%”
per cent

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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) Ms. CHEN Qingqing (陳青青)

Non-Executive Directors Dr. HONG Kunxue (洪坤學) Dr. ZHOU Hongbin (周宏斌) Mr. ZHANG Jiaxin (張佳鑫) Mr. HU Houwei (胡厚偉)

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 No. 888 Yaocheng Avenue Medical High-tech District 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,

AMENDMENTS TO THE ARTICLES OF ASSOCIATION GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE ADDITIONAL SHARES OF THE COMPANY NOTICE OF EXTRAORDINARY GENERAL MEETING AND NOTICE OF 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.

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LETTER FROM THE BOARD

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

resolution on the amendments to the Articles of Association; and
resolution on the grant of general mandate to the Board to issue additional Shares of the Company.

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

resolution on the amendments to the Articles of Association.

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 Amendments to the Articles of Association

Reference is made to the announcement of the Company dated August 25, 2023 in relation to the proposed amendments to the Articles of Association.

Pursuant to the Company Law of the People’s Republic of China, the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the regulatory rules of the CSRC, the Stock Exchange and other relevant laws, regulations, regulatory documents and the Articles of Association, and in light of the Guidelines on Articles of Association of Listed Companies, the Company proposes to make certain amendments to the Articles of Association.

A special resolution will be proposed at the EGM and the H Share Class Meeting to consider and approve the amendments to the Articles of Association. The comparison table of amendments to the Articles of Association is set out in Appendix I to this circular.

2. Resolution on the Grant of General Mandate to the Board to Issue Additional Shares of the Company

In order to meet the capital requirements for the continuous development of the Company’s business and to ensure and give the Board the flexibility to issue any new Shares if and when appropriate to the Company, and in accordance with the relevant laws and regulations such as the Listing Rules and the capital market practice, it is proposed at the EGM to grant a general mandate to the Board to issue, allot and deal with additional Shares in the

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LETTER FROM THE BOARD

share capital of the Company not exceeding 20% of the total number of issued Shares of the Company as at the date of passing this resolution. As at the Latest Practicable Date, the total number of issued Shares of the Company was 482,963,000 Shares. Subject to the passing of the resolution and on the basis that no new Shares will be issued prior to the EGM, the Company will be allowed under the issue mandate to allot and issue a maximum of 96,592,600 Shares.

(1) General Mandate to Issue Shares

(a) Subject to the conditions set out in (b) below, a resolution will be proposed at the EGM to authorize the Board to issue Shares during the relevant period (as defined below).
(b) The number of H Shares and unlisted Shares authorized to be issued by the Board in aggregate shall not exceed 20% of the total number of the issued Shares of the Company as at the date of this resolution being approved at the EGM.
(c) For the purpose of this resolution: “relevant period” means the period from the date of the passing of this special resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting after the passing of this resolution (unless otherwise being extended by the passing of a special resolution at that meeting (whether or not with conditions being attached), such mandate will be lapsed); or
(ii) the date on which such mandate granted under this resolution is revoked or amended by a special resolution at any general meeting of the Company.

(2) Related Authorization

(a) To authorize the Board to formulate and implement the detailed issuance proposal, including but not limited to:
(i) the class and numbers of the Shares proposed to be issued;
(ii) pricing method and/or issue price (including the range of pricing);
(iii) the first and last date of the issuance;
(iv) the method of issuance, target of issuance and the use of proceeds;
(v) the timing of issuance, duration of issuance and whether or not to place Shares to existing Shareholders; and

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LETTER FROM THE BOARD

(vi) other information needed to be included in the detailed issuance proposal as required by the relevant laws and regulations and other regulatory documents, relevant regulatory authorities and the requirements of the stock exchange of the place of listing.
(b) To authorize the Board to deal with the matters related to the increase of the registered capital of the Company to include the Shares authorized to be issued by the Company under this resolution and to make such amendments as it deems appropriate and necessary to the clauses related to the share capital and equity interest in the Articles of Association according to the issuance proposal, and to adopt and complete any other actions and procedures which are necessary for increasing the registered capital of the Company;
(c) To authorize the Board to engage professional advisers for matters related to the issuance, and to approve and execute all acts, deeds, documents and other related matters which are necessary, appropriate or advisable for share issuance; to approve and execute, on behalf of the Company, agreements related to the issuance, including but not limited to underwriting agreement, placing agreement, engagement agreements of professional advisers;
(d) To authorize the Board to approve and execute, on behalf of the Company, documents in connection with the issuance to be submitted to regulatory authorities, to carry out relevant approval procedures required by regulatory authorities and place where the Company is listed, and to complete all necessary filings, registrations and records with the relevant government authorities of Hong Kong and/or any other regions and jurisdictions (if applicable);
(e) To authorize the Board to amend, as required by regulatory authorities within or outside the PRC, the related agreements and statutory documents.

The Board may only exercise the issuance proposal in accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Listing Rules or all applicable laws, regulations and provisions of any other governments or regulatory authorities, and subject to obtaining approvals from the relevant government authorities.

A special resolution will be proposed at the EGM to consider and approve the resolution on the grant of general mandate to the Board to issue additional Shares of the Company.

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LETTER FROM THE BOARD

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 Thursday, September 21, 2023, 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 100 to 103 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 Monday, September 18, 2023 to Thursday, September 21, 2023, 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, September 15, 2023 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 No. 888 Yaocheng Avenue, Medical High-tech District, 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 Wednesday, September 20, 2023) 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.

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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 September 6, 2023

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Comparison Table of the Amendments to the Articles of Association

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

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

– 10 –

COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Article No. Before amendment	Article No. Before amendment
	Article 14 The shares of the Company shall be issued in the form of shares certificates. The Company shall issue ordinary shares at any time, and when necessary, may issue other class of shares, with approval from competent authorities authorized by the State Council.
		authorities.
	Article 15 The Company shall issue shares in an open, equal and fair manner, and every share of the same class shall have the same rights. All shares of the same class issued at the same time shall be issued under the same conditions and at the same price; the same price shall be paid for each share subscribed for by any entities or individuals.
	Article 16 All the shares issued by the Company shall have a nominal value, with each share having a nominal value of RMB1.00.
	Article 17 With approval by securities regulatory authorities by the State Council, the Company may issue shares to both domestic and overseas investors. ...

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No. Before amendment After amendment Article 18 The Company issues RMB-denominated The Company issues RMB-denominated shares to domestic investors and other eligible shares to domestic investors and other eligible investors, which are called “domestic shares”. investors, which are called “domestic shares”. The Company issues foreign currencyThe Company issues foreign currencydenominated shares to overseas investors, denominated shares to overseas investors, which are called “foreign shares”. The foreign which are called “foreign shares”. The foreign shares listed overseas are called overseas shares listed overseas are called overseas listed foreign shares, where those listed on the listed foreign shares, where those listed on Hong Kong Stock Exchange are called H The Stock Exchange of Hong Kong Limited shares. H shares refer to the shares listed on (the “ Hong Kong Stock Exchange ”) are the Hong Kong Stock Exchange upon called H shares. H shares refer to the shares approval, denominated in RMB, but listed on the Hong Kong Stock Exchange subscribed and traded in HKD. upon approval, denominated in RMB, but subscribed and traded in ~~HKD~~ foreign ... currency. The shares issued by the Company but not ... listed at any domestic or overseas stock exchange are called the unlisted shares. After The shares issued by the Company but not the overseas shares of the Company are issued listed at any domestic or overseas stock and listed and upon the approval from the exchange are called the unlisted shares. After securities regulatory authorities of the State the overseas shares of the Company are issued Council, the shareholders of the Company can and listed and ~~upon the approval from the~~ transfer all or part of their unlisted shares to ~~securities regulatory authorities of the State~~ overseas investors and list them on the ~~Council, the shareholders of the Company can~~ overseas stock exchange for trading. All or ~~transfer all or part of their unlisted shares to~~ part of the unlisted shares can be converted ~~overseas investors and list them on the~~ into overseas listed foreign shares. The listing ~~overseas stock exchange for trading.~~ subject and trading of the aforesaid shares transferred to the laws, regulations and requirements of or converted at an overseas stock exchange the securities regulatory authorities, all ~~All~~ or shall also comply with the regulatory part of the unlisted shares can be converted procedures, provisions and requirements of into overseas listed foreign shares. The listing the overseas stock market. The listing and and trading of the aforesaid shares ~~transferred~~ trading of the above shares at an overseas ~~or~~ converted at an overseas stock exchange stock exchange or the conversion of unlisted shall also comply with the regulatory shares into overseas listed foreign shares procedures, provisions and requirements of require no holding of general meeting or class the overseas stock market. The ~~listing and~~ general meeting and voting. Upon conversion ~~trading of the above shares at an overseas~~ of unlisted shares into overseas listed foreign ~~stock exchange or the~~ conversion of unlisted shares, the shares shall be regarded as the shares into overseas listed foreign shares same class of shares as the original overseas require no holding of general meeting ~~or class~~ listed foreign shares. ~~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.~~

– 12 –

COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment	After amendment
		The Company has been approved by the China
		Securities Regulatory Commission (the
		“CSRC”) on October 9, 2021 to issue no more
		than 91,712,500 overseas-listed foreign shares
		and convert 58,927,120 unlisted foreign
		shares into overseas-listed foreign shares. The
		Company’s 30,854,500 H shares were listed
		on the Hong Kong Stock Exchange on March
		31, 2022 (another 3,858,500 over-allotment H
		shares were issued on April 27, 2022).
Article 20	Upon completion of the issuance of overseas	~~Upon completion of the issuance of overseas~~
	listed foreign shares (including partial	~~listed~~ ~~foreign~~ ~~shares~~ ~~(including~~ ~~partial~~
	exercise of the over-allotment option), the Company has the registered capital of	~~exercise of the over-allotment option), the~~The Company has ~~the~~ ~~registered~~ ~~capital~~ ~~of~~
	RMB482,963,000, divided into a total of	~~RMB482,963,000, divided into ~~a total of
	482,963,000 shares, including 377,322,880	482,963,000 shares, including 377,322,880
	domestic shares, accounting for 78.14% of	domestic shares, accounting for 78.14% of
	registered capital; and 105,640,120 foreign	registered capital; and 105,640,120 foreign
	shares, accounting for 21.86% of registered	shares, accounting for 21.86% of registered
	capital; and 93,640,120 H shares, accounting	capital; and 93,640,120 H shares, accounting
	for 19.39% of registered capital; and the	for 19.39% of registered capital; and the
	foregoing shares are all ordinary shares.	foregoing shares are all ordinary shares.
Deletion	Upon the Company’s plan for issuing overseas
	listed foreign shares and domestic shares
	being approved by the securities regulatory
	authorities by the State Council, the Board of
	Directors may arrange for implementation of
	such plans by separate issues.
	The Company may separately implement its
	plan for issuing the overseas listed foreign
	shares and domestic shares pursuant to the
	preceding paragraph within fifteen (15)
	months from the date of approval by securities
	regulatory authorities by the State Council,
	unless otherwise provided by the securities
	regulatory authorities.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment	After amendment
Deletion	Where the Company issues overseas listed
	foreign shares and domestic shares
	respectively within the total number of shares
	specified in the issue plan, the respective
	shares shall be fully subscribed for in one go.
	Where it is impossible for respective shares to
	be fully subscribed for in one go under
	exceptional circumstances, the shares may be
	issued in several traches subject to the
	approval of the securities regulatory
	authorities by the State Council.
Article 21	The Company may, based on demand for	The Company may, based on demand for
	corporate operation and development and in	corporate operation and development and in
	accordance with relevant laws and	accordance with relevant laws and
	regulations, increase its registered capital by	regulations, increase its registered capital by
	any of the following means upon resolutions	any of the following means upon resolutions
	being adopted by the general meetings:	being adopted by the general meetings:
	(1) Public offering of shares;	(1) Public offering of shares;
	(2) Non-public offering of shares;	(2) Non-public offering of shares;
	(3) Placing shares to its existing shareholders;	~~(3) Placing shares to its existing shareholders;~~
	(4) Distributing bonus shares to its existing shareholders;	(~~4~~3) Distributing bonus shares to its existing shareholders;
	(5) Capitalizing its capital common reserve;	(~~5~~4) Capitalizing its capital common reserve;
	(6) Other means permitted by laws and regulations, or approved by competent	(~~6~~5) Other means permitted by laws and regulations, or approved by competent
	authorities.	authorities.
	The Company’s increase of capital by issuing	The Company’s increase of capital by issuing
	new shares shall, after being approved in	new shares shall, after being approved in
	accordance with the provisions of the Articles	accordance with the provisions of the Articles
	of Association, be conducted in accordance	of Association, be conducted in accordance
	with the procedures stipulated in relevant laws and regulations.	with the procedures stipulated in relevant laws, ~~and ~~regulations and governing rules of
		the places where the shares are listed.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment	After amendment	After amendment
Article 23	The Company may repurchase its shares in	The Company may repurchase its shares in
	accordance with provisions of relevant laws,	accordance with provisions of relevant laws,
	regulations, rules of the Hong Kong Stock	regulations, ~~rules ~~	~~of the Hong Kong Stock~~
	Exchange and the Articles of Association, in any of the following events:	~~Exchange~~governing rules of the places where the shares are listed and the Articles of
		Association, in any of the following events:
	...
		...
Deletion	The Company may repurchase its shares at the
	requirements of relevant laws or regulations
	or with approval of competent authorities, by
	any of the following means:
	(1) Repurchase offers in the same proportion
	to entire shareholders;
	(2) Repurchase through public trading at a
	stock exchange;
	(3) Repurchase by agreement outside of a
	stock exchange;
	(4) Other means permitted by laws,
	regulations or relevant authorities.
Deletion	Any repurchase by agreement outside of a
	stock exchange shall be approved by the
	general meeting under the Articles of
	Association. With prior approval in the same
	manner from the general meeting, the
	Company may cancel or modify the aforesaid
	agreement, or waive any rights thereunder.
	The aforesaid repurchase agreement referred
	to in the preceding paragraph shall include but
	not limited to any agreement to undertake the
	obligations and acquire the rights underlying
	the repurchased shares.
	The Company shall not transfer an agreement
	for repurchasing its own shares or any of its
	right thereunder.
	With regard to the redeemable shares that the
	Company has the right to redeem, if they are
	not repurchased by tendering or not through
	the market, the purchase prices of these shares
	shall not exceed a maximum price; in case of
	repurchase by tendering, such tenders shall be
	available and proposed to entire shareholders
	indiscriminately.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Article	No.	Before amendment	After amendment	After amendment
	Deletion		Unless the Company is undergoing the
			liquidation process, any repurchase of
			outstanding shares of the Company shall
			comply with the following requirements:
			(1) In case of shares repurchased at nominal
			value, the amount thereof shall be deducted
			from the book balance of distributable profits
			and/or the proceeds of a new issue of shares
			made for the repurchase of shares;
			(2) In case of shares repurchased at a price
			higher than nominal value, the portion
			corresponding to the nominal value shall be
			deducted from the book balance of
			distributable profits and/or the proceeds of a
			new issue made for the repurchase of shares,
			while the portion in excess of the nominal
			value shall be:
			a. Deducted from the book balance of
			distributable profits, if the repurchased shares
			were issued at nominal value; or
			b. Deducted from the book balance of
			distributable profits and/or from the proceeds
			of a new issue made for the repurchase of
			shares, if the repurchased shares were issued
			at a price higher than nominal value; provided
			that the amount of deduction from the
			proceeds of new issue of shares shall not
			exceed the total amount of premium received
			by the Company at the time of the shares
			repurchased, or exceed the amount of
			premium account (or capital common reserve
			account) of the Company at the time of
			repurchase (including the amount of premium
			on the new issue of shares);

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment	After amendment	After amendment	After amendment	After amendment
	(3) The expenses for the following purposes
	shall be charged to the distributable profits of
	the Company:
	a. Obtaining the acquisition right to
	repurchase shares of the Company;
	b. Modifying the share repurchase agreement
	of the Company;
	c. Releasing of any of the Company’s
	obligations under the repurchase agreement
	for repurchasing its shares.
	(4) After the total nominal value of the
	deregistered shares has been deducted from
	the registered capital of the Company in
	accordance with the relevant requirements,
	the amount of consideration to repurchase the
	nominal value of shares deducted from the
	distributable profits shall be recognized in the
	premium account (or capital common reserve
	account) of the Company. If there is any other
	provision for the accounting treatment of the
	aforementioned shares repurchase under
	relevant laws, regulations or other normative
	documents, as well as the rules of securities
	commission and stock exchange of the listing
	place, such provisions shall prevail.
Article 27	Shares of the Company may be transferred at	Shares of the	Company may		be transferred ~~at~~
	freedom, without any liens in accordance with	~~freedom, without any liens~~in accordance with
	laws, unless otherwise specified by laws,	laws~~, unless ~~	~~otherwise ~~	~~specified ~~		~~by laws,~~
	regulations, provisions of the securities	~~regulations,~~	~~provisions~~	~~of~~	~~the~~	~~securities~~
	regulatory authorities in the places where the	~~regulatory authorities in ~~		~~the places ~~		~~where the~~
	shares of the Company are listed or stock	~~shares of the Company ~~		~~are listed ~~		~~or stock~~
	exchange rules.	~~exchange rules~~.
	The transfer of H shares shall be registered by	~~The transfer of H shares shall be registered by~~
	the Hong Kong local share registrar appointed	~~the Hong Kong local share registrar~~				~~appointed~~
	by the Company.	~~by the Company.~~

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment	After amendment
Article 29	The shares of the Company held by	The shares of the Company held by
	subscribers shall not be transferred within one	subscribers shall not be transferred within one
	(1) year from the date of incorporation of the	(1) year from the date of incorporation of the
	Company.	Company. The shares issued before the
		Company’s public offering of shares shall not
	Any director, supervisor or senior	be transferred within one year from the date
	management of the Company shall report his	when the Company’s shares are listed and
	or her shareholding and any change thereof,	traded on the stock exchange.
	the number of shares transferred by him or her
	every year shall not exceed 25% of the total	Any director, supervisor or senior
	number of Company shares held by him or her	management of the Company shall report his
	during his or her terms of office; shares of the	or her shareholding and any change thereof,
	Company held by him or her shall not be	the number of shares transferred by him or her
	transferred within one (1) year from the date	every year shall not exceed 25% of the total
	of the listing of shares of the Company on a	number of Company shares held by him or her
	stock exchange. Any director, supervisor or	during his or her terms of office; shares of the
	senior management of the Company shall not	Company held by him or her shall not be
	transfer any shares of the Company held by	transferred within one (1) year from the date
	him or her within half a year after he or she	of the listing of shares of the Company on a
	terminates service with the Company.	stock exchange. Any director, supervisor or
		senior management of the Company shall not
	If there are any other provisions for the	transfer any shares of the Company held by
	restrictions on the transfer of shares under the	him or her within half a year after he or she
	laws, regulations or the securities regulatory	terminates service with the Company.
	authorities and stock exchange of the places
	where the shares of the Company are listed,	If there are any other provisions for the
	such provisions shall prevail.	restrictions on the transfer of shares under the
		laws, regulations or governing rules of the places~~the securities regulatory authorities and~~
		~~stock exchange of the places~~where the shares
		of the Company are listed, such provisions
		shall prevail.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment	After amendment
Article 33	Share certificates shall be signed by legal	~~Share certificates shall be signed by legal~~
	representative of the Company. Where the	~~representative of the Company. Where the~~
	signatures of other senior management of the	~~signatures of other senior management of the~~
	Company are required by the stock exchange	~~Company are required by the stock exchange~~
	in the places where shares of the Company are	~~in the places where shares of the Company are~~
	listed, the share certificates shall also be	~~listed, the share certificates shall also be~~
	signed by such other senior management. The	~~signed by such other senior management. The~~
	share certificates shall become effective after	~~share certificates shall become effective after~~
	the Company seal is affixed thereto or	~~the Company seal is affixed thereto or~~
	imprinted thereon. The affixing of the	~~imprinted~~ ~~thereon.~~ ~~The~~ ~~affixing~~ ~~of~~ ~~the~~
	Company seal on the share certificates shall	~~Company seal on the share certificates shall~~
	be authorized by the Board of Directors. The	~~be authorized by the Board of Directors. The~~
	signature of legal representative or other	~~signature of legal representative or other~~
	senior management on the share certificates	~~senior management on the share certificates~~
	may also be in printed form on the share	~~may also be in printed form on the share~~
	certificates. In case of paperless issuance and	~~certificates. In case of paperless issuance and~~
	trading of the shares of the Company,	~~trading~~ ~~of~~ ~~the~~ ~~shares~~ ~~of~~ ~~the~~ ~~Company,~~
	provisions otherwise provided by the	~~provisions~~ ~~otherwise~~ ~~provided~~ ~~by~~ ~~the~~
	securities regulatory authorities or the stock	~~securities regulatory authorities or the stock~~
	exchange in the places where the shares of the	~~exchange in the places where the shares of the~~
	Company are listed shall apply.	~~Company are listed shall apply.~~
		The Company establishes a register of
		shareholders and registers shareholders based
		on the certificates provided by the securities
		registrars and in accordance with laws,
		regulations, normative documents, and the
		Hong Kong Listing Rules. The register of
		shareholders is adequate evidence of the
		shareholders’shareholding in the Company.
		The Company shall timely update the register
		of shareholders to reflect any change of
		information.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Article	No.	Before amendment	After amendment	After amendment
	Deletion		The Company shall maintain a register of
			shareholders containing the following
			particulars, or register the shareholders under
			the Hong Kong Listing Rules:
			(1) The name, address (domicile), occupation
			or nature of shareholders;
			(2) The class and number of sharers held by
			each shareholder;
			(3) The amount paid or payable for the shares
			held by each shareholder;
			(4) The certificate number of the shares held
			by each shareholder;
			(5) The date on which each shareholder is
			registered as shareholder; and
			(6) The date on which each shareholder ceases
			to be a shareholder.
			The register of shareholders is adequate
			evidence of the shareholders’ shareholding in
			the Company, unless there is contrary
			evidence.
			The Company shall timely update the register
			of shareholders to reflect any change of
			information.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment	Before amendment		After amendment
Article 35	The Company shall keep a complete register			The Company shall keep a complete register
	of shareholders.			of shareholders and be available	for
				inspection by shareholders.
	A register of shareholders shall		include the
	following parts:			A register of shareholders shall include the
				following parts:
	(1) The register of shareholders deposited
	with the domicile of the Company, other than			(1) The register of shareholders deposited
	specified under Article 40 (2) or		(3);	with the domicile of the Company, other	than
				specified under Article 40 (2) or (3);
	(2) The register of holders of overseas listed
	foreign shares of the	Company deposited in		(2) The register of holders of overseas listed
	the locale of the stock exchange		where such	foreign shares of the Company deposited in
	foreign shares are listed; and			the locale of the stock exchange where	such
				foreign shares are listed; and
	(3) The register of shareholders		deposited at
	other place decided by the Board		of Directors	(3) The register of shareholders deposited at
	for the purpose of listing.			other place decided by the Board of Directors
				~~for the purpose of listing~~.
				The change or correction of any part of the
				register of shareholders shall be carried out in
				line with the laws of the locale where	such
				part of register is kept.
Deletion	Various parts of the register of shareholders
	shall not be overlapped. The transfer of shares
	registered in any part of the		register of
	shareholders shall not be registered in the
	other parts of the	register	during the
	continuance of the registration of		such shares.
	The change or correction of any part of the
	register of shareholders shall be carried out in
	line with the laws of	the locale	where such
	part of register is kept.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment		After amendment	After amendment
Deletion	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.
	...
Article 37	When the Company convenes the general	When the Company convenes			the general
	meeting, distributes dividends, proceeds to	meeting, distributes dividends,			proceeds to
	liquidation or makes other act that requires	liquidation or makes other act			that requires
	equity determination, the Board of Directors shall appoint a certain day to be the date of	confirmation of the shareholder’s identity~~equity determination~~, the Board of
	equity determination, and upon termination of	Directors or	caller of general	meeting shall
	the equity determination (after the closing of	determine the equity registration date and the
	the market), the registered shareholders	registered shareholders as at			the equity
	become the shareholders of the Company.	registration date are shareholders entitled to relevant interests~~shall appoint a certain day to~~
		~~be the date of equity determination, and upon~~
		~~termination of the equity determination (after~~
		~~the closing ~~	~~of the market), the registered~~
		~~shareholders ~~	~~become the shareholders of the~~
		~~Company.~~

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Article	No.	Before amendment	After amendment	After amendment
	Deletion		Any shareholder who is recorded in the
			register of shareholders or any person who
			asks for recording its name in the register, if
			its share certificate (the “original share
			certificate”) is lost, may apply to the
			Company for reissuing the share certificate
			for the shares lost (the “relevant shares”).
			In case a holder of domestic shares has lost its
			share certificate and applies for reissue of
			share certificate, the reissue shall be made in
			accordance with the relevant provisions of the
			Company Law.
			In case a holder of overseas listed foreign
			shares has lost its share certificate and applies
			for reissue of share certificate, the reissue
			shall be made in accordance with laws, rules
			of the stock exchange or other relevant
			provisions of the place where the original
			register of holders of overseas listed foreign
			shares is maintained.
			In case a holder of H shares has lost its share
			certificate and applies for reissue of the share
			certificate, the reissue shall meet the
			following requirements:
			(1) The applicant shall file an application in
			the format specified by the Company,
			accompanied by a notarial certificate or legal
			statement specifying the reason for
			application, the circumstances and evidence
			of losing the share certificate, as well as the
			statement that none of other persons may ask
			for being registered as shareholder of the lost
			share certificate.
			(2) Before the Company decides to issue new
			share certificate, the Company has not
			received any statement from any person other
			than the applicant, asking for being registered
			as shareholder of such shares.
			(3) To reissue the share certificate, the
			Company shall publish the announcement of
			readiness for such reissue on the newspaper
			designated by the Board of Directors; the
			announcement is effective for ninety (90)
			days, and the announcement shall be
			published again at least every thirty (30) days.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Article	No.	Before amendment	After	amendment
			(4) Before publishing the announcement of
			readiness for such reissue, the Company shall
			deliver a copy of such announcement to the
			stock exchange where its shares are listed;
			with the reply of such stock exchange,
			confirming such announcement is already
			displayed at the premises of the stock
			exchange, such announcement may be
			published on the newspaper. The
			announcement shall be displayed at the
			premises of the stock exchange for a period of
			ninety (90) days. If such application for
			reissue is made without the consent of the
			registered holder of relevant shares, the
			Company shall send the photocopy of the
			announcement by mail to said shareholder.
			(5) When the display period of ninety (90)
			days under Article 46 (3) or (4) expires, if the
			Company has not received any person’s
			disagreement on the reissue, the reissue of
			share certificate can be made in response to
			the application.
			(6) To reissue the share certificate hereunder,
			the Company shall immediately deregister the
			original share certificate, and record such
			deregistration and reissue events in the
			register of shareholders.
			(7) All the costs of such deregistration of the
			original share certificates and reissue of share
			certificate by the Company shall be borne by
			the applicant. Before the applicant provides a
			reasonable guarantee for such costs, the
			Company may refuse to take any action.
	Deletion		After reissue of share certificate hereunder,
			the name of a bona fide purchaser who has
			acquired the aforementioned new share
			certificate or the name of a shareholder who is
			subsequently registered as the owner of the
			shares (being a bona fide purchaser) shall not
			be deleted from the register of shareholders.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Article	No.	Before amendment	After	amendment
	Deletion		The Company has no obligation of
			compensation to any person who suffers
			damage from the deregistration of original
			share certificate or the reissue of share
			certificate, unless the person can prove the
			Company has committed fraudulent acts.
			If the Company issues warrants to bearer
			holders, it shall not issue any new warrants in
			lieu of the lost original warrants unless the
			Company is convinced beyond reasonable
			doubt that the original warrants have been
			destroyed.
	Deletion		The Company and its subsidiaries at any time
			shall not provide any financial assistance in
			any manner to any person who purchases or
			intends to purchase shares of the Company.
			Such person shall include the person who is
			directly or indirectly obliged for the purchase
			of Company’s shares.
			The Company and its subsidiaries at any time
			shall not provide any financial assistance in
			any manner to the obliged person in
			mitigating or relieving its obligations.
			This article shall not apply in the events of
			Article 51 hereof.
	Deletion		The “financial assistance” under Article 49
			hereof shall include (without limitation):
			(1) Gifts;
			(2) Guarantee (e.g. the guarantor shall take the
			liability or provide the property to ensure the
			obligor will perform the obligations),
			compensation (excluding compensation at the
			fault of the Company), release or waiver of
			rights;
			(3) Grant of a loan or signing of a contract
			whereby the Company performs its
			obligations prior to other parties, as well as
			the change of the loan, the parties to the
			contract, as well as the transfer of rights in the
			loan or contract; and
			(4) Financial assistance provided by any other
			means when the Company is insolvent, has no
			net assets or has the threat of significantly
			reduced net assets.
			The obligations herein shall include the
			obligation to be undertaken by the obliged
			person when its financial conditions are
			changed by contract or arrangement
			(regardless of whether such contract or
			arrangement is enforceable, or whether such
			person or any other person is jointly liable), or
			by any other means.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment		After amendment	After amendment
Deletion	The following acts shall not be deemed as the
	prohibitions under Article 49 hereof:
	(1) The Company in good faith provides
	financial assistance in the interests of the
	Company, not for the purpose of purchasing
	shares of the Company, or the financial
	assistance is an incidental part of a certain
	general plan of the Company;
	(2) The Company distributes its properties as
	dividends in accordance with the laws;
	(3) The Company distributes dividends in the
	form of shares;
	(4) The Company reduces its registered
	capital, repurchases shares, adjusts the
	shareholding structure, etc. in accordance
	with the Articles of Association;
	(5) The Company provides loans for its
	normal business activities within its business
	scope (provided that such loan shall not
	reduce the Company’s net assets, or even if
	such loan reduces the Company’s net assets,
	this financial assistance is paid out of the
	Company’s distributable profits); and
	(6) The Company contributes to the employee
	equity scheme (provided that such
	contribution shall not reduce the Company’s
	net assets, or even if such contribution
	reduces the Company’s net assets, this
	financial assistance is paid out of the
	Company’s distributable profits).
Article 39	A shareholder of the Company is a person who	~~A shareholder of the Company is a person~~					~~who~~
	lawfully holds shares of the Company and	~~lawfully ~~	~~holds shares of the Company ~~				~~and~~
	whose name is recorded in the register of	~~whose name is recorded in the ~~			~~register of~~
	shareholders. A shareholder is entitled and	~~shareholders. A~~ shareholder is entitled					and
	obliged in proportion to the class and	obliged	in proportion	to the	class		and
	percentage of shares held by it; different	percentage of shares held by			it;	different
	shareholders holding the same class of shares	shareholders holding the		same class		of shares
	are entitled and obliged equally.	are entitled and obliged equally.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment		After amendment
Article 40	A holder of ordinary shares of the Company is		A holder of ordinary shares of the Company is
	entitled to:		entitled to:
	(1) Receive dividends and other	forms of	(1) Receive dividends and other forms of
	distribution in proportion to its shareholding;		distribution in proportion to its shareholding;
	(2) Attend the general meeting by person or by proxy, and vote at the meeting with the		(2) Request, convene, preside over, attend~~Attend~~the general meeting by person or
	number of shares with voting rights	held by it;	by proxy, speak at the general meeting and
			vote at the meeting with the number of shares
	(3) Supervise the business operation of the		with voting rights held by it;
	Company, and give suggestions or	inquiries;
			(3) Supervise the business operation of the
	(4) Transfer or pledge the shares held by it in		Company, and give suggestions or inquiries;
	accordance with the laws, regulations and the
	Articles of Association;		(4) Transfer or pledge the shares held by it in
			accordance with the laws, regulations and the
	(5) Gain access to relevant information in		Articles of Association;
	accordance with the Articles of Association,
	including:		(5) Inspect the Articles of Association,
			register of shareholders, corporate bond stubs,
	A. Obtaining a copy of the Articles of		minutes of general meeting, resolutions of
	Association after paying the costs;		Board meeting, resolutions of Board of
	B. Reading or photocopying the	following	Supervisors meeting and financial statements;~~Gain~~ ~~access~~ ~~to~~ ~~relevant~~
	after paying a reasonable cost:		~~information in accordance with the Articles of~~
			~~Association, including:~~
	(A) All parts of the register of shareholders;
			~~A. Obtaining a copy of the Articles of~~
	(B) Personal information of	directors,	~~Association after paying the costs;~~
	supervisors, general manager and other senior
	management of the Company, including:		~~B. Reading or photocopying the following~~
			~~after paying a reasonable cost:~~
	(a) Current and previous name or alias;
			~~(A) All parts of the register of shareholders;~~
	(b) Principal address (domicile);
			~~(B)~~ ~~Personal~~ ~~information~~ ~~of~~ ~~directors,~~
			~~supervisors, general manager and other senior~~
			~~management of the Company, including:~~
			~~(a) Current and previous name or alias;~~

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Article	No.	Before amendment	After amendment
			(c) Nationality;	~~(b) Principal address (domicile);~~
			(d) Full-time and all other part-time	~~(c) Nationality;~~
			occupations and positions;
				~~(d)~~ ~~Full-time~~ ~~and~~ ~~all~~ ~~other~~ ~~part-time~~
			(e) Identification documents and	~~occupations and positions;~~
			identification numbers.
				~~(e)~~ ~~Identification~~ ~~documents~~ ~~and~~
			(C) Registered capital of the Company;	~~identification numbers.~~
			(D) The Company’s report of the total nominal	~~(C) Registered capital of the Company;~~
			value, quantity, maximum and minimum
			prices paid in respect of each class of shares	~~(D) The Company’s report of the total nominal~~
			repurchased by the Company since the end of	~~value,~~ ~~quantity,~~ ~~maximum~~ ~~and~~ ~~minimum~~
			the last accounting year, as well as reports of	~~prices paid in respect of each class of shares~~
			all the costs paid by the Company for such	~~repurchased by the Company since the end of~~
			purchase;	~~the last accounting year, as well as reports of~~
				~~all the costs paid by the Company for such~~
			(E) The minutes of general meeting, the	~~purchase;~~
			special resolution(s) of the Company;
				~~(E) The minutes of general meeting, the~~
			(F) The latest audited financial statements,	~~special resolution(s) of the Company;~~
			directors report, auditors report and
			supervisors report;	~~(F) The latest audited financial statements,~~
				~~directors~~ ~~report,~~ ~~auditors~~ ~~report~~ ~~and~~
			(G) A copy of the latest annual declaration	~~supervisors report;~~
			submitted to State Administration for Market
			Regulation or other competent authority;	~~(G) A copy of the latest annual declaration~~
				~~submitted to State Administration for Market~~
			(H) Corporate bond stub, Board of Directors	~~Regulation or other competent authority;~~
			meeting motion, Board of Supervisors
			meeting motion, financial statements of the	~~(H) Corporate bond stub, Board of Directors~~
			Company.	~~meeting~~ ~~motion,~~ ~~Board~~ ~~of~~ ~~Supervisors~~
				~~meeting motion, financial statements of the~~
				~~Company.~~

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No. Before amendment After amendment The Company shall maintain the above ~~The Company shall maintain the above~~ documents at the address of the Company in ~~documents at the address of the Company in~~ Hong Kong in accordance with the governing ~~Hong Kong in accordance with the governing~~ requirements of the places where the shares of ~~requirements of the places where the shares of~~ the Company are listed for inspection by the ~~the Company are listed for inspection by the~~ public and shareholders (among which the ~~public and shareholders (among which the~~ minutes of the general meeting are available ~~minutes of the general meeting are available~~ for inspection by shareholders only). ~~for inspection by shareholders only).~~ However, on the premise of complying with ~~However, on the premise of complying with~~ applicable laws, regulations and the governing ~~applicable laws, regulations and the governing~~ rules of the places where the shares of the ~~rules of the places where the shares of the~~ Company are listed, the Company may refuse ~~Company are listed, the Company may refuse~~ to provide the Company’s trade secrets, inside ~~to provide the Company’s trade secrets, inside~~ information or personal privacy that can be ~~information or personal privacy that can be~~ exempted from disclosure. ~~exempted from disclosure.~~ (6) With respect to shareholders who disagree (6) Take part in the distribution of the with the resolution of merger or division of remaining properties of the Company in the Company at the general meeting, the right proportion to its shareholding, at the time of to demand the Company to repurchase shares dissolution or winding up of the Company; of the Company held by it;

(6) Take part in the distribution of the remaining properties of the Company in proportion to its shareholding, at the time of dissolution or winding up of the Company; ( ~~6~~ 7) With respect to shareholders who disagree with the resolution of merger or division of the Company at the general meeting, the right to demand the Company to repurchase shares of the Company held by it; ~~(7) Take part in the distribution of the remaining properties of the Company in proportion to its shareholding, at the time of dissolution or winding up of the Company;~~ (8) Other rights hereunder or under relevant laws, regulations, and governing rules of ~~the relevant rules of~~ the places ~~and stock exchange~~ where the shares of the Company are listed. ~~The Company shall not exercise any right to freeze or otherwise prejudice any rights attached to the shares held by any person directly or indirectly interested who fails to disclose its interests and benefits to the Company. A shareholder who is a legal person shall be represented by its legal representative or proxy to exercise its rights on its behalf.~~

(7) Take part in the distribution of the remaining properties of the Company in proportion to its shareholding, at the time of dissolution or winding up of the Company;

(8) Other rights hereunder or under relevant laws, regulations, and the relevant rules of the places and stock exchange where the shares of the Company are listed.

The Company shall not exercise any right to freeze or otherwise prejudice any rights attached to the shares held by any person directly or indirectly interested who fails to disclose its interests and benefits to the Company.

A shareholder who is a legal person shall be represented by its legal representative or proxy to exercise its rights on its behalf.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment	After amendment
Article 42	A shareholder of ordinary shares of the	A shareholder of ordinary shares of the
	Company shall be obliged to:	Company shall be obliged to:
	(1) Comply with laws, regulations and the	(1) Comply with laws, regulations and the
	Articles of Association;	Articles of Association;
	(2) Contribute to the share capital according	(2) Contribute to the share capital according
	to the number of shares subscribed and the	to the number of shares subscribed and the
	method of subscription;	method of subscription;
	(3) Not to withdraw its contribution to share	(3) Not to withdraw its contribution to share
	capital, except for the circumstances	capital, except for the circumstances
	stipulated by laws and regulations;	stipulated by laws and regulations;
	(4) Not to abuse its rights as a shareholder	(4) Not to abuse its rights as a shareholder
	against the interests of the Company or other	against the interests of the Company or other
	shareholders, and not to abuse the legal	shareholders, and not to abuse the legal
	personality of the Company and the limited	personality of the Company and the limited
	liability of shareholders against the interests	liability of shareholders against the interests
	of creditors; and	of creditors; and
	(5) Other obligations in accordance with the	(5) Other obligations in accordance with the
	laws, regulations and the Articles of	laws, regulations, governing rules of the
	Association.	places where the shares are listed and the
		Articles of Association.
	Subject to the agreed conditions of
	subscription at the time of shares subscription,	~~Subject~~ ~~to~~ ~~the~~ ~~agreed~~ ~~conditions~~ ~~of~~
	a shareholder shall not be liable for any	~~subscription at the time of shares subscription,~~
	subsequent addition to the share capital of the	~~a shareholder shall not be liable for any~~
	Company, unless otherwise required by laws	~~subsequent addition to the share capital of the~~
	or regulations.	~~Company, unless otherwise required by laws~~
		~~or regulations.~~
	A shareholder who misuses its rights and
	causes any loss to the Company or other	A shareholder who misuses its rights and
	shareholders shall be liable for compensation	causes any loss to the Company or other
	in accordance with the laws. A shareholder	shareholders shall be liable for compensation
	who misuses the legal personality of the	in accordance with the laws. A shareholder
	Company and the shareholder’s limited	who misuses the legal personality of the
	liability to evade debts and severely harm the	Company and the shareholder’s limited
	interest of creditors shall be jointly and	liability to evade debts and severely harm the
	individually liable for the debts of the	interest of creditors shall be jointly and
	Company.	individually liable for the debts of the
		Company.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Article	No.	Before amendment	After	amendment
	Deletion		Subject to the obligations imposed by laws,
			regulations or rules of stock exchange where
			the shares of the Company are listed, the
			controlling shareholder shall not, when
			exercising its voting rights, make decisions
			against the interests of all or part of the
			shareholders on the following matters:
			(1) Releasing the liabilities of a director or
			supervisor to act in good faith in the best
			interests of the Company;
			(2) Approving a director or supervisor (for its
			own benefit or others) to deprive the
			Company of properties in any form, including
			but not limited to any opportunity beneficial
			to the Company;
			(3) Approving a director or supervisor (for its
			own benefit or others) to deprive other
			shareholders of their personal rights and
			interests, including (but not limited to) any
			distribution rights and voting rights, but
			excluding the right of proposing the Company
			reorganization to the general meeting under
			the Articles of Association.
	Deletion		The aforesaid “controlling shareholder” shall
			be the person meeting any of the following
			conditions:
			(1) The person, in person or in concerted
			action with others, may elect the majority of
			directors;
			(2) The person, in person or in concerted
			action with others, may exercise 30% or more
			voting rights of the Company (or other
			percentage specified by applicable Chinese
			laws from time to time, and this percentage is
			required to trigger a mandatory public offer,
			or establish legal or administrative control
			over the Company), or may control the
			exercise of 30% or more voting rights of the
			Company;
			(3) The person, in person or in concerted
			action with others, holds not less than 30%
			outstanding shares of the Company;
			(4) The person, in person or in concerted
			action with others, has de facto control of the
			Company in other ways.
			The aforesaid “concerted action” means that
			two or more persons reach an agreement
			(whether oral or written), by which one of
			them has the voting rights to the Company, so
			as to gain or consolidate the control over the
			Company.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No. Before amendment		After amendment
(12) To decide to engage, dismiss	or	(12) To decide to engage, dismiss or
discontinue the accountant firm as the auditor		discontinue the accountant firm as the auditor
of the Company;		of the Company;
(13) To consider the motions of shareholders		(13) To consider the motions of shareholders
representing 3% or more of the Company’s		representing 3% or more of the Company’s
voting shares;		voting shares;
(14) To consider and approve/disapprove	the	(14) To consider and approve/disapprove the
external guarantees that require the approval		external guarantees that require the approval
of the general meeting under relevant laws,		of the general meeting under relevant laws,
regulations and the Articles of Association;		regulations and the Articles of Association;
(15) To consider the Company’s purchase	or	(15) To consider the Company’s purchase or
sale of major assets exceeding 30% of the	its	sale of major assets exceeding 30% of the its
latest audited total assets within one (1) year;		latest audited total assets within one (1) year;
(16) To review the share incentive schemes;		(16) To consider and approve the change in use of proceeds~~review the share incentive~~
(17) To consider and approve/disapprove	the	~~schemes~~;
connected transactions that require	the
approval of the general meeting under		(17) To review the share incentive schemes
relevant laws, regulations, the listing rules of		and employees stock ownership schemes;
the places where shares of the Company	are
listed and the Articles of Association;		(1~~7~~8) To consider and approve/disapprove the connected transactions that require the
(18) Other matters to be decided by	the	approval of the general meeting under
general meeting under relevant laws,		relevant laws, regulations, the listing rules of
regulations, governing rules of the places		the places where shares of the Company are
where the shares of the Company are listed		listed and the Articles of Association;
and the Articles of Association.
		(1~~8~~9) Other matters to be decided by the general meeting under relevant laws,
		regulations, governing rules of the places
		where the shares of the Company are listed
		and the Articles of Association.
		Where laws, regulations and governing rules
		of the places where the shares of the Company
		are listed have other mandatory provisions on
		the matters to be considered at the general
		meeting and the relevant approval standards,
		such provisions shall prevail. Subject to the
		mandatory provisions of laws, regulations and
		governing rules of the places where the shares
		are listed, the general meeting may authorize
		or entrust the Board of Directors to handle the
		matters authorized or entrusted by it.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No. Before amendment After amendment Article 48 Any of the following external guarantees shall Any of the following external guarantees shall be subject to the consideration of the general be subject to the consideration of the general meeting for approval: meeting for approval: (1) Any guarantee provided after the total (1) Any guarantee provided after the total amount of external guarantees of the amount of external guarantees of the Company and its controlled subsidiaries Company and its controlled subsidiaries reaches or exceeds 50% of the latest audited reaches or exceeds 50% of the latest audited net assets of the Company; net assets of the Company; (2) Any guarantee provided after the total (2) Any guarantee provided after the total amount of external guarantees of the amount of external guarantees of the Company and its controlled subsidiaries Company and its controlled subsidiaries reaches or exceeds 30% of the latest audited reaches or exceeds 30% of the latest audited total assets of the Company; total assets of the Company; (3) Any guarantee provided for guarantors (3) Any guarantee provided by the Company whose asset-liability ratio exceeds 70%; within one year with an amount exceeding 30% of the latest audited total assets of the (4) Any guarantee whose single amount Company; exceeds 10% of the latest audited net assets of the Company; ( ~~3~~ 4) Any guarantee provided for guarantors whose asset-liability ratio exceeds 70%; (5) Any guarantee provided to shareholders, actual controller and their related ( ~~4~~ 5) Any guarantee whose single amount parties/related persons; exceeds 10% of the latest audited net assets of the Company; (6) Other guarantee events that shall be considered by the general meeting under ( ~~5~~ 6) Any guarantee provided to shareholders, relevant laws, regulations, the rules of the actual controller and their related places where the shares of the Company are parties/related persons;

(6) Other guarantee events that shall be considered by the general meeting under relevant laws, regulations, the rules of the places where the shares of the Company are listed or the Articles of Association.

( ~~6~~ 7) Other guarantee events that shall be considered by the general meeting under relevant laws, regulations, the rules of the places where the shares of the Company are listed or the Articles of Association.

Any of the foregoing guarantees shall be considered by the Board of Directors, and upon the adoption by the Board of Directors, it can be submitted to the general meeting for consideration.

The Board of Directors may consider and approve/disapprove the external guarantees other than the foregoing guarantees to be considered by the general meeting.

When the general meeting is considering any resolution of guarantee to a shareholder, actual controller and their related parties/related persons, such shareholder or the shareholder under the control of such actual controller shall not vote on this resolution, and such resolution is adopted when a majority of the voting rights held by the other shareholders present at the meeting.

The Board of Directors may consider and approve/disapprove the external guarantees other than the foregoing guarantees to be considered by the general meeting.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment	After amendment
Article 49	Without prior approval by the general meeting, the Company shall not enter into a	Unless the Company is in a crisis and other special circumstances, without~~Without prior~~
	contract with any person other than director,	approval by the general meeting by way of
	supervisor, general manger or other senior	special resolution, the Company shall not
	management of the Company, to authorize	enter into a contract with any person other
	such person the manage all or some of	than director, ~~supervisor, ~~general manger or
	important businesses.	other senior management of the Company, to
		authorize such person the manage all or some
		of important businesses.
Article 52	The venue of general meeting shall be the	The venue of general meeting shall be the
	domicile, the business place of the Company	domicile, the business place of the Company
	or other place specified in the notice of	or other place specified in the notice of
	meeting.	meeting.
	The meeting shall be convened on site, easily	The meeting shall be convened on site~~, easily~~
	accessible to shareholders by safe, economical	~~accessible to shareholders by safe, economical~~
	or convenient means hereunder or under	~~or convenient means hereunder or under~~
	relevant laws and regulations. With the	~~relevant~~ ~~laws~~ ~~and~~ ~~regulations~~. With the
	permission of the securities regulatory	permission of the ~~securities~~ ~~regulatory~~
	authority or stock exchange of the places of	~~authority or stock exchange of the places of~~
	listing, it can also be held in other ways approved or required by such securities	~~listing~~governing rules of the places where the shares are listed, it can also be held in other
	regulatory authority or stock exchange. A	ways approved or required by such securities
	shareholder attending the meeting by any of	regulatory authority or stock exchange. A
	the above means shall be deemed as present at	shareholder attending the meeting by any of
	the meeting.	the above means shall be deemed as present at
		the meeting.
	The venue of meeting shall not be changed
	without a justifiable reason, after the notice of	~~The venue of meeting shall not be changed~~
	meeting is sent out. In order to change the	~~without a justifiable reason, after the notice of~~
	venue, if necessary, the caller shall send a	~~meeting is sent out. In order to change the~~
	prior notice to shareholders at least two (2)	~~venue, if necessary, the caller shall send a~~
	days in advance, specifying the reason.	~~prior notice to shareholders at least two (2)~~
		~~days in advance, specifying the reason.~~

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment	Before amendment	After amendment
Article 54	The independent non-executive director may		The independent non-executive director may
	propose an extraordinary general meeting to		propose an extraordinary general meeting to
	the Board of Directors. In response to such		the Board of Directors. In response to such
	proposal, the Board of Directors shall give a		proposal, the Board of Directors shall give a
	written reply approving or disapproving such		written reply approving or disapproving such
	proposal within ten (10) days from the		proposal within ten (10) days from the
	proposal. In case of approval, the Board of		proposal. In case of approval, the Board of
	Directors shall send a notice of meeting		Directors shall send a notice of meeting
	within five (5) days from the resolution of the		within five (5) days from the resolution of the
	Board of Directors; in case of disapproval, the		Board of Directors; in case of disapproval, the
	Board of Directors shall give	out the reason.	Board of Directors shall give out the reason
			and make an announcement.
Article 58	In case a general meeting is called by the		In case a general meeting is called by the
	Board of Supervisors or the shareholder(s) on		Board of Supervisors or the shareholder(s) on
	their own, the Board of Directors and the		their own, the Board of Directors and the
	Secretary shall cooperate.		Secretary shall cooperate. The Board of
			Directors shall provide the register of
			shareholders as at the equity registration date.
Article 61	...		...
	The general meeting shall not	vote or resolve	The general meeting shall not vote or resolve
	on a motion not listed in the notice of meeting or not in compliance with Article 75 hereof.		on a motion not listed in the notice of meeting or not in compliance with Article60~~75~~hereof.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment	After amendment
Article 62	The caller shall send a written notice to all	The caller shall send a written notice to all
	shareholders within at least twenty (20)	shareholders within at least twenty (20)
	calendar days prior to the convention of	calendar days prior to the convention of
	general meeting, or at least fifteen (15)	general meeting, or at least fifteen (15)
	calendar days prior to the convention of	calendar days prior to the convention of
	extraordinary general meeting, unless	extraordinary general meeting, unless
	otherwise required by relevant laws,	otherwise required by relevant laws,
	regulations and local securities commission	regulations and local securities commission
	rules.	rules.
	Unless otherwise provided by laws,	~~Unless~~ ~~otherwise~~ ~~provided~~ ~~by~~ ~~laws,~~
	regulations, local regulatory rules and the	~~regulations, local regulatory rules and the~~
	Articles of Association, the notice of meeting shall be sent by hand or by mail (prepaid	~~Articles of Association, the~~The notice of meeting shall be sent by hand or by mail
	postage) to the shareholder(s) (with or without	(prepaid postage) to the shareholder(s) (with
	voting rights at general meeting), addressed to	or without voting rights at general meeting),
	the shareholder(s) as recorded in the register	addressed to the shareholder(s) as recorded in
	of shareholders. To the holders of domestic shares and unlisted foreign shares, the notice	the register of shareholders~~.~~, or subject to the applicable laws and regulations and the listing
	of meeting may also be sent by announcement	rules of the places where the shares of the
	under the laws or regulations.	Company are listed, published on the website
		of the Company and the website designated by
		the Hong Kong Stock Exchange. If an
		announcement shall be made to shareholders
		of overseas-listed foreign shares according to
		the Articles of Association, the relevant
		announcement shall also be published in
		accordance with the methods prescribed in the
		Hong Kong Listing Rules. 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~~.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article	Article	No.	Before amendment	After amendment
			The notice of meeting, information or written	~~The notice of meeting, information or written~~
			statement sent to holders of overseas listed	~~statement sent to holders of overseas listed~~
			foreign shares shall be delivered at least	~~foreign shares shall be delivered at least~~
			twenty (20) calendar days before the	~~twenty~~ ~~(20)~~ ~~calendar~~ ~~days~~ ~~before~~ ~~the~~
			convention of annual general meeting or at	~~convention of annual general meeting or at~~
			least fifteen (15) calendar days before the	~~least fifteen (15) calendar days before the~~
			convention of extraordinary general meeting,	~~convention of extraordinary general meeting,~~
			by any of the following means:	~~by any of the following means:~~
			(1) Delivered by hand or by mail to every	~~(1) Delivered by hand or by mail to every~~
			holder of overseas listed foreign shares,	~~holder of overseas listed foreign shares,~~
			according to the registered address of every	~~according to the registered address of every~~
			such holder;	~~such holder;~~
			(2) Subject to applicable laws, regulations and	~~(2) Subject to applicable laws, regulations and~~
			listing rules, published on the official website	~~listing rules, published on the official website~~
			of the Company or other website designated	~~of the Company or other website designated~~
			by the local securities commission or local	~~by the local securities commission or local~~
			stock exchange;	~~stock exchange;~~
			(3) Sent otherwise under the rules of the stock	~~(3) Sent otherwise under the rules of the stock~~
			exchange where the shares of the Company	~~exchange where the shares of the Company~~
			are listed and listing rules.	~~are listed and listing rules.~~
			The foregoing “twenty (20) calendar days” or	The foregoing “twenty (20) calendar days” or
			“fifteen (15) calendar days” shall not include	“fifteen (15) calendar days” shall not include
			the date of meeting.	the date of meeting.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Article No. Before amendment	After amendment
	Article 63 The notice of general meeting shall: (1) Be made in writing; (2) Specify the venue, date and time of meeting; (3) Describe the matters and motions to be considered at the meeting; (4) Indicate the equity registration date of the shareholders entitled to attend the meeting; (5) Provide shareholders with the information and explanations needed to enable them to make informed decisions on the matters to be considered; for example, when the Company proposes merger, share repurchase, share capital restructuring or other reorganization, it shall provide the specific conditions and contracts (if any) of the proposed transaction, with a careful explanation of its causes and consequences; (6) If any director, supervisor, general manager and other senior management has a material interest in the matters to be considered, then such person shall disclose the nature and extent of such interest; if the matters to be considered will have influence on such person in a different way with the influence on the other shareholders of the same class, then such difference shall be described in detail;	The notice of general meeting shall ~~(1) Be made in writing;~~ ~~2Sifthdtd~~

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Article	No.	Before amendment	After amendment
			(7) Contains the full text of any special	~~(7) Contains the full text of any special~~
			resolution to be proposed for adoption at the	~~resolution to be proposed for adoption at the~~
			meeting;	~~meeting;~~
			(8) Specifies in clear words that shareholders	~~(8) Specifies in clear words that shareholders~~
			entitled to attend and vote may appoint one or	~~entitled to attend and vote may appoint one or~~
			more proxies (being shareholders or not) to	~~more proxies (being shareholders or not) to~~
			attend and vote on their behalf;	~~attend and vote on their behalf;~~
			(9) Specifies the time and place of delivery of	~~(9) Specifies the time and place of delivery of~~
			the proxy form for voting at the meeting;	~~the proxy form for voting at the meeting;~~
			(10) Contains the name and phone number of	~~(10) Contains the name and phone number of~~
			permanent contact person for the meeting; and	~~permanent contact person for the meeting; and~~
			(11) Other requirements under the laws,	~~(11) Other requirements under the laws,~~
			regulations, local securities commission rules,	~~regulations, local securities commission rules,~~
			and the Articles of Association.	~~and the Articles of Association.~~
			The notice or the additional notice of meeting	(1) The time, date, place and duration of
			shall fully, completely disclose all details of	meeting;
			all motions, and (if the matters to be
			considered require the opinions of	(2) The matters and proposals to be
			independent non-executive director) the	considered at the meeting;
			opinions and reason of the independent non-
			executive director shall be accompanied at the	(3) The equity registration date of the
			same time.	shareholders entitled to attend the general
				meeting;
			If the general meeting will be held in other
			manner, the notice of meeting shall specify	(4) In clear words that all ordinary
			the voting time and voting procedures of such	shareholders (including preferred
			other manner.	shareholders whose voting rights are restored)
				are entitled to attend the general meeting and
			The meeting or the resolution made at the	may appoint a proxy to attend and vote on
			meeting shall not be invalidated by the failure	their behalf. The proxy does not need to be a
			of an entitled shareholder to receive the notice	shareholder of the Company;
			of meeting or the failure of such notice to be
			delivered to such person, due to accidental
			omission.

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article	Article	No.	Before	amendment		After amendment
						(5) The name and phone number of permanent
						contact person for the meeting;
						(6) Other requirements under the laws,
						regulations, governing rules of the places
						where the shares of the Company are listed
						and the Articles of Association.
						The notice or the additional notice of meeting
						shall fully, completely disclose all details of
						all motions, and (if the matters to be
						considered require the opinions of
						independent non-executive director) the
						opinions and reason of the independent non-
						executive director shall be accompanied at the
						same time.
						~~If the general meeting will be held in other~~
						~~manner, the notice of meeting shall specify~~
						~~the voting time and voting procedures of such~~
						~~other manner.~~
						~~The meeting or the resolution made at the~~
						~~meeting shall not be invalidated by the failure~~
						~~of an entitled shareholder to receive the notice~~
						~~of meeting or the failure of such notice to be~~
						~~delivered to such person, due to accidental~~
						~~omission.~~

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.	Before amendment	After amendment
Article 64	If the Company is required to send relevant	If the Company is required to send relevant
	documents in both English and Chinese by	documents in both English and Chinese by
	mail, by hand, by announcement or other	mail, by hand, by announcement or other
	means under the local listing rules, and if the	means under thegoverning rules of the places
	Company has already made proper arrangements to make sure whether its	where the shares of the Company are listed~~local listing rules~~, and if the Company
	shareholders are willing to receive such	has already made proper arrangements to
	documents merely in English or merely in	make sure whether its shareholders are willing
	Chinese, then within the permission of	to receive such documents merely in English
	applicable laws and regulations, the Company	or merely in Chinese, then within the
	may (on the demand of shareholders) send the	permission of applicable laws and regulations,
	English version merely or the Chinese version	the Company may (on the demand of
	merely to relevant shareholders.	shareholders) send the English version merely
		or the Chinese version merely to relevant
		shareholders.
Article 65	For the motion on election of a director or	For the motion on election of a director or
	supervisor at the general meeting, the notice	supervisor at the general meeting, the notice
	of meeting shall fully disclose the detailed	of meeting shall fully disclose the detailed
	information of the director candidate or	information of the director candidate or
	supervisor candidate, including but not	supervisor candidate, including but not
	limited to:	limited to:
	(1) Personal information such as educational	(1) Personal information such as educational
	background, work experience, part-time jobs;	background, work experience, part-time jobs;
	(2) Any connection with the Company or its	(2) Any connection with the Company or its
	controlling shareholder or actual controller;	controlling shareholder or actual controller;
	(3) The number of shares held in the	(3) The number of shares held in the
	Company;	Company;
	(4) Any punishment by the securities	(4) Any punishment by the securities
	regulatory authorities by the State Council or	regulatory authorities by the State Council or
	other authority or the stock exchange.	other authority or the stock exchange.
	Each director candidate or supervisor candidate shall be mentioned in a single	Save as election of directors and supervisors by cumulative voting system, each~~Each~~
	motion.	director candidate or supervisor candidate
		shall be mentioned in a single motion.

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APPENDIX I

	Article No. Before amendment
	Article 68 All shareholders shall attend and vote by person or by proxy at the general meeting or the creditors’ meeting hereunder or under relevant laws and regulations. A shareholder may attend and vote by person or by proxy at the general meeting or the creditors’ meeting. The proxy may be one or more persons appointed by the shareholder, who is or are not shareholder(s) of the Company. Such proxy may exercise the following rights as entrusted by the shareholder: (1) The shareholder’s right to speak at the meeting; (2) The right of request to vote on its own or jointly with others; (3) Voting rights to be exercised by show of hands or ballot, but when more than one proxy is appointed by a shareholder, then such proxies may only exercise voting rights by ballot.

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APPENDIX I

Article No. Before amendment After amendment Article 69 A shareholder shall appoint its proxy in A shareholder shall appoint its proxy in writing, the proxy form shall be signed by the writing, the proxy form shall be signed by the appointing shareholder or by the proxy; if the appointing shareholder or by the proxy; if the appointing shareholder is a legal person, the appointing shareholder is a legal person, the proxy form shall be completed with the legal proxy form shall be completed with the legal person’s seal or the proxy’s signature. person’s seal or the proxy’s signature. If the shareholder is a recognized clearing If the shareholder is a recognized clearing house or its agent in the place where shares of house or its agent in the place where shares of the Company are listed, then the shareholder the Company are listed, then the shareholder may appoint one or more natural person or may appoint one or more natural person or legal person as it deems appropriate to legal person as it deems appropriate to represent it at any general meeting, any class represent it at any general meeting ~~, any class~~ of shareholders meeting, or any creditors ~~of shareholders meeting,~~ or any creditors meeting; however, if more than one persons meeting; however, if more than one persons are appointed as proxies, then the proxy form are appointed as proxies, then the proxy form shall specify the name of every proxy, the shall specify the name of every proxy, the number and class of shares involved, and the number and class of shares involved, and the proxy form shall be signed by a person proxy form shall be signed by a person authorized by the recognized clearing house. authorized by the recognized clearing house. The person so authorized may represent the The person so authorized may represent the recognized clearing house (or its agent) to recognized clearing house (or its agent) to attend the meeting (without presenting the attend the meeting (without presenting the certificate of shares, the notarized certificate of shares, the notarized authorization and/or further evidence to prove authorization and/or further evidence to prove its due authorization), exercise its rights and its due authorization), exercise its rights and enjoy the lawful rights equal to other enjoy the lawful rights equal to other shareholders, including the right to speak and shareholders, including the right to speak and vote. vote.

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APPENDIX I

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APPENDIX I

Article No.	Before amendment		After amendment
Article 81	The secretary shall keep the minutes	of	The secretary shall keep the minutes of
	general meeting, which contains:		general meeting, which contains:
	(1) The time, place, agenda and caller’s name		(1) The time, place, agenda and caller’s name
	of the meeting;		of the meeting;
	(2) The name of chair, present or attending		(2) The name of chair, present or attending
	directors, supervisors, general manager and		directors, supervisors, general manager and
	other senior management of the Company;		other senior management of the Company;
	(3) The number of shareholders and proxies		(3) The number of shareholders and proxies
	present at the meeting, the total number	of	present at the meeting, the total number of
	shares with voting rights held and	its	shares with voting rights held and its
	proportion to the total number of shares of the		proportion to the total number of shares of the
	Company;		Company. In particular, the voting status of
			domestic shareholders and unlisted foreign
	(4) The consideration process, speech key		shareholders (including proxies) and
	points and voting results of each motion;		domestically listed foreign shareholders
			(including proxies) attending the general
	(5) Shareholders’ inquiries or suggestions and		meeting shall be stated respectively;
	corresponding replies or explanations;
			(4) The consideration process, speech key
	(6) The name of counter and scrutineer;		points and voting results of each motion. In
			particular, the voting status of domestic
	(7) Others to be recorded in the minutes	of	shareholders and unlisted foreign
	meeting hereunder.		shareholders (including proxies) and
			domestically listed foreign shareholders
			(including proxies) attending the general
			meeting shall be stated respectively;
			(5) Shareholders’ inquiries or suggestions and
			corresponding replies or explanations;
			(6) The name of counter and scrutineer;
			(7) Others to be recorded in the minutes of
			meeting hereunder.

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APPENDIX I

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APPENDIX I

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

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APPENDIX I

	Article	No.	Before amendment	After amendment
			(I) Other matters to be concerned in a special	(I) Other matters to be concerned in a special
			resolution of general meeting, which might	resolution of general meeting, which might
			have major impact if concerned in an ordinary	have major impact if concerned in an ordinary
			resolution of general meeting, hereunder or	resolution of general meeting, hereunder or
			under relevant laws or regulations.	under relevant laws or regulations.
			In particular, when the general meeting	In particular, when the general meeting
			considers the purchase or sale of assets, rented	considers the purchase or sale of assets, rented
			or leased assets, gifted assets, connected	or leased assets, gifted assets, connected
			transactions, external investments, external	transactions, external investments, external
			guarantees or mortgages, financial assistance,	guarantees or mortgages, financial assistance,
			claims or debts restructuring,	claims or debts restructuring,
			commissioned/entrusted operation or other	commissioned/entrusted operation or other
			motions submitted by the acquirer for the	motions submitted by the acquirer for the
			purpose of hostile takeover, a resolution shall	purpose of hostile takeover, a resolution shall
			be validated by at least 3/4 voting rights held	be validated by at least 3/4 voting rights held
			by shareholders present at the meeting.	by shareholders present at the meeting.
			Any motion to modify the Article 99 (2)	Any motion to modify the Article 99 (2) and
			hereof at the general meeting shall be	(3) hereof at the general meeting shall be
			validated by at least 3/4 voting rights held by	validated by at least 3/4 voting rights held by
			present shareholders.	present shareholders.
			A connected shareholder shall not vote in	A connected shareholder shall not vote in
			respect of any motion on connected	respect of any motion on connected
			transactions at the general meeting, where the	transactions at the general meeting, where the
			number of shares with voting rights	number of shares with voting rights
			represented by such connected shareholder	represented by such connected shareholder
			shall not be counted in effective voting; a	shall not be counted in effective voting; a
			resolution of general meeting shall fully	resolution of general meeting shall fully
			disclose the voting of non-connected	disclose the voting of non-connected
			shareholders.	shareholders.

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APPENDIX I

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APPENDIX I

Article		Before amendment	After amendment
	(3) The current Board of Directors, the Board		(3) The current Board of Directors, the Board
	of Supervisors or the shareholder(s)		of Supervisors or the shareholder(s)
	individually shares of the	or jointly holding at least 1% Company for 365 days or longer,	individually or ~~jointly ~~collectively holding at least 1% shares of the Company for 365 days
	may nominate a list of independent non-		or longer, may nominate a list of independent
	executive director candidates to the general		non-executive director candidates to the
	meeting, while the current Board of Directors		general meeting, while the current Board of
	will review	the qualifications, and if the	Directors will review the qualifications, and if
	candidates meet the qualifications, the Board		the candidates meet the qualifications, the
	of Directors	will submit the list to the general	Board of Directors will submit the list to the
	meeting for	voting.	general meeting for voting.
	(4) The above-mentioned motions submitted		(4) The above-mentioned motions submitted
	to the caller	of general meeting by the Board	to the caller of general meeting by the Board
	of Directors,	the Board of Supervisors and the	of Directors, the Board of Supervisors and the
	shareholders	entitled to nominate shall	shareholders entitled to nominate shall
	contain the identity certificate, biography and		contain the identity certificate, biography and
	basic information about the candidates; the		basic information about the candidates; the
	Board of Directors shall disclose the detailed		Board of Directors shall disclose the ~~detailed~~
	information meeting.	about the candidates before the	~~information~~biographical details and basic information about the candidates before the
			meeting.
Addition			Article 89 Upon voting on the election of
			directors and supervisors at the general
			meeting, the cumulative voting system may be
			adopted in accordance with the provisions of
			the Articles of Association or the resolutions
			of the general meeting.
			The cumulative voting system referred to in
			the preceding paragraph means each share,
			when voting to elect directors or supervisors
			at the general meeting, carries the number of
			voting rights equivalent to the number of
			directors or supervisors to be elected, and a
			shareholder may concentrate his/her/its voting
			rights.

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APPENDIX I

Article No.	Before amendment	Before amendment	After amendment	After amendment
Addition		Article 90 Other than the cumulative voting
		system, the	general meeting shall vote on all
		proposals one by one. If there are different
		proposals for the same matter, voting shall be
		proceeded in the chronological order of the
		proposals being put forward. Other than
		special reasons such as force majeure that
		results in the interruption of the meeting or
		makes it impossible to come to resolution, the
		general meeting shall not		set aside any
		proposal and shall vote on them.
Article 93	The voting to	a resolution at the general ~~The voting ~~	~~to a resolution ~~	~~at the general~~
	meeting shall be carried out by open ballot, ~~meeting shall be carried out ~~			~~by open ballot,~~
	provided that the chair may, in line with the ~~provided that the chair may, ~~			~~in line with the~~
	rules of the stock exchange where the shares ~~rules of the stock exchange where the shares~~
	of the Company	are listed, allow the voting to ~~of the Company are listed, allow the voting to~~
	the resolution purely relating to proceeding or ~~the resolution purely relating~~			~~to proceeding or~~
	administrative matters to be made by a show ~~administrative matters to be made by a show~~
	of hands, in the principle of good faith and ~~of hands, in the principle of good faith and~~
	credit.	~~credit.~~
		The general meeting shall be		taken by way of
		registered poll.
Deletion	If the matter subject to voting is to elect the
	chairman or suspend the meeting, such voting
	shall be made immediately by ballot; for other
	matters subject to voting, the chairman may
	decide when to vote, so the meeting can
	continue, discussing other matters, while the
	voting results	can still be deemed as a
	resolution passed at the meeting.
Deletion	At the time of voting, a shareholder or proxy
	who has two or	more votes to cast does not
	have to cast all votes for or cast all votes
	against a motion.
Deletion	In case of a tie, whether by ballot or by show
	of hands, the chair of meeting may cast one
	more vote, the final and decisive vote.

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APPENDIX I

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APPENDIX I

	Before amendment		After amendment
Article 96	Shareholders present at general meeting shall		Shareholders present at general meeting shall
	give any of the following opinions to	a	give any of the following opinions to a
	motion: vote for, vote against, or abstain.		motion: vote for, vote against, or abstain.
	The unfilled, wrongly filled, unrecognizable		The unfilled, wrongly filled, unrecognizable
	votes, and unvoted votes shall be deemed as		votes, and unvoted votes shall be deemed as
	abstention by the voter, and the voting result		abstention by the voter, and the voting result
	of the number of shares held by such voter		of the number of shares held by such voter
	shall be counted as “abstention”.		shall be counted as “abstention”.
	If any shareholder is required by the rules of		If any shareholder is required by the ~~rules of~~
	the stock exchange where the shares of the Company are listed to give up its voting rights		~~the stock exchange~~governing rules of the places where the shares of the Company are
	in respect of a resolution, or if any		listed to give up its voting rights in respect of
	shareholder is restricted thereby and can only		a resolution, or if any shareholder is restricted
	vote for (or against) a resolution, then such		thereby and can only vote for (or against) a
	shareholder or its proxy in breach of the		resolution, then such shareholder or its proxy
	foregoing requirement or restriction shall not		in breach of the foregoing requirement or
	be counted in the voting.		restriction shall not be counted in the voting.
Addition			Article 101 If the proposal on cash
			distribution, bonus issue or conversion of
			capital reserve into share capital is passed at
			the general meeting, the Company shall
			implement the specific plan within two
			months after the conclusion of the general
			meeting.
Deletion	A shareholder who hold different classes of
	shares is a class shareholder. A class
	shareholder is entitled and obliged hereunder
	or under relevant laws and regulations.

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APPENDIX I

Article		Before amendment
Deletion	Any motion to change or abolish a class
	shareholder’s rights shall be validated both by
	a special resolution at the general meeting and
	by a class general meeting separately called
	by the	affected class shareholders under
	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.
Deletion	Any of	the following events is deemed as
	change	or abolition of a class shareholder’s
	rights:
	(1) The	increase or decrease of the number of
	such class of shares, or the increase or
	decrease of the number of class shares
	enjoying equivalent or more voting rights,
	distribution rights or other privileges than
	such class of shares;
	(2) The	conversion of all or part of such class
	of shares into other class, or the conversion of
	all or part of other class of shares into such
	class of	shares, or grant of conversion rights;
	(3) The cancellation or decrease of the
	dividends accrued or generated by such class
	of shares or the right to cumulative dividends;
	(4) The decrease or cancellation of the priority
	right of such class of shares to obtain
	dividends or property distribution in the
	liquidation of the Company;

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APPENDIX I

	Article	No.	Before amendment	After	amendment
			(5) The increase, cancellation or decrease of
			the conversion right, option right, voting
			right, transfer right, pre-emptive right, and
			right to obtain company securities of such
			class of shares;
			(6) The cancellation or decrease of the right of
			such class of shares to receive the accounts
			payable from the Company in specific
			currency;
			(7) The establishment of new class of shares
			enjoying equivalent or more voting right,
			distribution right or other privileges than such
			class of shares;
			(8) The restrictions on transfer or title of such
			class of shares or additional restrictions;
			(9) The right to issue such class or other class
			of shares subscription right or conversion
			right;
			(10) The increase of rights or privileges of
			other class of shares;
			(11) The reorganization scheme of the
			Company that may cause different classes of
			shareholders to take liabilities
			disproportionately; and
			(12) The modification or abolition of any
			provisions of this section.

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APPENDIX I

	Article	No.	Before amendment	After	amendment
	Deletion		The affected class shareholders, with or
			without voting rights at general meeting
			previously, shall have the voting rights at
			class general meeting in respect of any matter
			under Article 118 (2) to (8), (11) to (12)
			hereof, but the interested shareholder(s) shall
			have no voting rights at class general meeting.
			The aforesaid “interested shareholder(s)”
			mean:
			(1) The controlling shareholder defined under
			Article 58 hereof, in the event the Company
			issues repurchase offers to entire shareholders
			in proportion to their shareholding
			percentages under the Articles of Association,
			or the Company buys back its shares through
			open trading at the Hong Kong Stock
			Exchange;
			(2) The shareholder(s) related to the
			agreement by which the Company buys back
			its shares outside the Hong Kong Stock
			Exchange under the Articles of Association; or
			(3) The shareholder(s) assuming liabilities in
			lower percentage than other shareholders of
			the same class or having different interests
			with other shareholders of the same class.
	Deletion		A resolution at class general meeting shall be
			validated by at least two thirds (2/3) of shares
			with voting rights present at the class general
			meeting under Article 119 hereof.
	Deletion		Notice of a class general meeting only needs
			to be given to shareholders entitled to vote
			thereat.
	Deletion		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 I

Article No.	Before amendment
Deletion	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.
Deletion	The following events don’t apply to the
	special voting procedures for class
	shareholders:
	(1) With approval by a special resolution at
	general meeting, the Company shall issue
	domestic shares and overseas listed foreign
	shares separately or jointly every twelve (12)
	months, and the number of domestic shares
	(or overseas listed foreign shares) to be issued
	shall not exceed 20% of such class of shares in
	issue;
	(2) The plan of issuing domestic shares or
	overseas listed foreign shares at the time of
	company establishment is accomplished
	within fifteen (15) months from the date of
	approval by securities regulatory authorities
	by the State Council;
	(3) With the approval by securities regulatory
	authorities by the State Council, the domestic
	shareholders of the Company transfer their
	shares to overseas investors, which are listed
	on an overseas stock exchange;
	(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 102	…	…
	A director does not have to hold any shares in	~~A director does not have to hold any shares in~~
	the Company.	~~the Company.~~

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APPENDIX I

	Article No. Before amendment	Article No. Before amendment
	Article 103 A director whose term is not expiring shall be liable for any loss incurred by the Company due to its unauthorized leave or resignation from the Company. Subject to relevant laws, regulations and the Articles of Association, the general meeting may dismiss any non-expiring director, provided that the general meeting shall not dismiss a director without a justifiable reason, and such dismissal shall not influence such director’s claim for damages by any contract. If a director fails to attend the Board meeting by person or by proxy twice, it will be deemed as inability to perform duties, then the Board of Directors may propose a replacement of such director to the general meeting.
	Deletion A director shall observe the laws, regulations and the Articles of Association, meet the requirements for skills, care and diligence, and have the following duties of diligence to the Company: (1) Prudently, carefully and diligently exercise the rights conferred by the Company, in the overall interests of the Company, ensure that the Company’s business behavior complies with the requirements of national laws, regulations and national economic policies, and its business activities do not exceed business scope defined in the business license;

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APPENDIX I

	Article	No.	Before amendment	After amendment	After amendment
			(2) Treat all shareholders fairly and act with
			due purpose;
			(3) Keep abreast of the Company’s business
			operation and management status, responsible
			to the Company for the use or abuse of the
			Company’s assets;
			(4) Sign a written confirmation on the
			Company’s periodic report;
			(5) Provide relevant information and materials
			to the Board of Supervisors truthfully, and
			shall not hinder supervisors or the Board of
			Supervisors from exercising their functions
			and powers;
			(6) Avoid actual and potential conflicts of
			interests and positions;
			(7) Fully and fairly disclose its rights and
			interests in contracts with the Company;
			(8) Act with due skill, care and diligence to
			the extent that others would reasonably expect
			a person of the same knowledge and
			experience to hold a directorship of the
			Company; and
			(9) Other duties of diligence under the laws,
			regulations and the Articles of Association.

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APPENDIX I

Article No.	Before amendment	After amendment	After amendment
Article 104	The directors shall abide by laws, regulations,	~~The directors shall abide by laws,~~		~~regulations,~~
	governing rules of the places where the shares	~~governing rules of the places where~~			~~the shares~~
	of the Company are listed and the Articles of	~~of the Company are listed ~~	~~and the Articles of~~
	Association and shall perform their	~~Association~~ ~~and~~ ~~shall~~	~~perform~~ ~~their~~
	obligations faithfully.	~~obligations faithfully.~~
	No director shall act on behalf of the	No director shall act on behalf of the
	Company or the Board of Directors in his/her	Company or the Board of Directors			in his/her
	personal capacity, unless specified under the	personal capacity, unless specified			under the
	Articles of Association or legally authorized	Articles of Association or	legally authorized
	by the Board of Directors. In the event that a	by the Board of Directors.	In the	event that a
	director is acting in his/her personal capacity,	director is acting in his/her personal capacity,
	but may be reasonably deemed to be acting on	but may be reasonably deemed to		be acting on
	behalf of the Company or the Board of	behalf of the Company	or the		Board of
	Directors by a third party, such director shall	Directors by a third party,	such director shall
	state his/her stance and capacity in advance.	state his/her stance and capacity		in	advance.
Article 112	The Board of Directors shall exercise the	The Board of Directors	shall exercise the
	following functions and powers to:	following functions and powers to:
	…	…
	The above resolutions of the Board of	~~The~~ ~~above~~ ~~resolutions~~	~~of~~ ~~the~~		~~Board~~ ~~of~~
	Directors shall be validated by the majority of	~~Directors shall be validated by the majority of~~
	directors, except that the resolutions under	~~directors, except that the ~~	~~resolutions under~~
	Article 136 (6), (7), (8) or (14) shall be	Article 136 (6), (7), (8)	or (14)		shall be
	validated by at least two thirds (2/3) of	~~validated by at least two thirds ~~			~~(2/3) of~~
	directors.	~~directors.~~
	…	…
Deletion	When the Board of Directors disposes of fixed
	assets, if the sum of the expected value of the
	fixed assets to be disposed of and the value of
	the fixed assets disposed of within four (4)
	months before the proposed disposal exceeds
	33% of the value of the fixed assets shown on
	the balance sheet recently reviewed by the
	general meeting, then the Board of Directors
	shall not dispose of or agree to dispose of the
	fixed assets without the approval of the
	general meeting.

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APPENDIX I

Article No.	Before amendment	After amendment
	The “disposal of fixed assets” herein includes
	the transfer of certain asset rights and
	interests, but does not include the act of
	providing security with fixed assets.
	The validity of the transaction in which the
	Company disposes of fixed assets shall not be
	affected by the violation of the first paragraph
	of this article.
Article 120	To hold a regular meeting, the Board of	To hold a regular meeting, the Board of
	Directors shall send a 14-day prior notice in	Directors shall send a 14-day prior notice in
	writing; to hold an extraordinary meeting, the	writing; to hold an extraordinary meeting, the
	Board of Directors shall send a 5-day prior	Board of Directors shall send a	5-day prior
	notice in writing. The notice of meeting shall	notice in writing. The notice of meeting shall
	specify:	specify:
	(1) The date and place of meeting;	(1) The date and place of meeting;
	(2) The duration of the meeting;	(2) The duration of the meeting;
	(3) The reasons and subjects; and	(3) The reasons and subjects; and
	(4) The name, telephone number or other	(4) The ~~name, telephone number ~~		~~or other~~
	contact information of the contact person.	~~contact information of the contact person ~~date of notice.
		The above notice period may be waived at the
		discretion of the Board of Directors. Any
		directors and supervisors present		at the
		meeting who do not raise any objection to
		their non-receipt of the notice before		or at the
		beginning of the meeting shall be deemed to
		have received the notice of meeting.
Deletion	The above notice period may be waived at the
	discretion of the Board of Directors. Any
	director or supervisor present at the meeting
	who do not object to their non-receipt of
	notice before or at the beginning of the
	meeting shall be deemed to have received the
	notice of the meeting.

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APPENDIX I

Article No.	Before amendment	After amendment
Article 121	A meeting of the Board of Directors can only	A meeting of the Board of Directors can only
	be held when the majority of directors are	be held when the majority of directors are
	present. Unless otherwise provided by the	present. Unless otherwise provided	by the
	Articles of Association, resolutions made by	Articles of Association, resolutions made by
	the Board of Directors shall be validated by	the Board of Directors shall be validated by
	the majority of directors.	the majority of directors.
	One director may cast one vote in respect of a	One director may cast one vote in respect of a
	resolution at the Board meeting.	resolution at the Board meeting.
	At a tie of votes, the chairman of Board may	~~At a tie of votes, the chairman of Board may~~
	cast the final, decisive vote.	~~cast the final, decisive vote.~~
Deletion	All reasonable expenses related to directors’
	participation in Board meetings shall be fully
	borne by the Company. the Company shall
	provide directors with the greatest disclaimer
	of liabilities permitted by applicable laws,
	including but not limited to, liability for
	indemnification of directors against third
	parties for the performance of their duties.
Deletion	The Articles of Association concerning
	directors’ fiduciary duty and Article 127
	(4)-(6) concerning duty of diligence are also
	applicable to senior management.
Article 131	The general manager shall be responsible to	The general manager shall be responsible to
	the Board of Directors and exercise the	the Board of Directors and exercise the
	following functions and powers:	following functions and powers:
	…	…
	The general manager shall attend the meeting	~~The general manager shall attend the ~~	~~meeting~~
	of the Board of Directors; if the general	~~of the Board of Directors; if the ~~	~~general~~
	manager does not serve as a director of the	~~manager does not serve as a director of the~~
	Company, he shall not have the right to vote at	~~Company, he shall not have the right to vote at~~
	the meeting of the Board of Directors.	~~the meeting of the Board of Directors.~~
Deletion	The general manager shall, at the
	requirements of the Board of Directors, timely
	report to the Board of Directors the signing
	and performance of the Company’s major
	contracts, the use of its own funds and major
	emergencies, and the general manager shall
	ensure the authenticity of the report.

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APPENDIX I

Article No.	Before amendment			After amendment
Deletion	The general manager leads the management to
	develop the Company’s annual business plan
	and financial budget, and submit to the Board
	of Directors and the general meeting for
	consideration. Upon review and approval, the
	management shall carry out and implement
	the business plan and financial budget. In
	terms of the Company’s development goals,
	business model, business development and
	performance appraisal methods and other
	daily operations, the general manager shall
	follow the annual plan confirmed by the
	Board of Directors, market rules and
	corporate strategic planning.
Article 136	The secretary is a senior officer of the	The secretary is a senior officer of			the
	Company, appointed by the Board of	Company,		appointed by the Board	of
	Directors, and responsible to the Board of	Directors, and responsible to the Board of
	Directors. The secretary shall be a natural	Directors. The secretary shall be a natural
	person with necessary professional knowledge	person with necessary professional knowledge
	and experience.	and experience.
	The secretary shall:	The secretary shall:
	…	…
	The secretary shall abide by relevant laws,	~~The secretary shall abide by relevant laws,~~
	regulations and the Articles of Association.	~~regulations and the Articles of Association.~~
Article 137	A director or other senior management of the	A director or other senior management of			the
	Company may serve as secretary to the Board	Company	may serve as secretary to the Board
	of Directors. The accountant of the accountant	of Directors.		The accountant of the accountant
	firm engaged by the Company shall not serve	firm engaged by the Company shall not serve
	as secretary.	as secretary.
	When the secretary is also a director, if a	~~When the secretary is also a director, if a~~
	certain act should be performed by the	~~certain act ~~		~~should be performed by ~~	~~the~~
	director and the secretary respectively, such	~~director and ~~		~~the secretary respectively, such~~
	person shall not act in dual capacities.	~~person shall ~~		~~not act in dual capacities.~~

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APPENDIX I

Article No.	Before amendment	After amendment
Deletion	A supervisor shall abide by laws, regulations
	and the Articles of Association, have the duty
	of loyalty and diligence to the Company,
	faithfully perform its duties, and shall not use
	its power to accept bribes or other illegal
	income, and shall not embezzle the properties
	of the Company.
Article 142	A supervisor may attend a meeting of the	A supervisor may attend a meeting of the
	Board of Directors, and make inquiries or	Board of Directors, and make inquiries or
	suggestions on the subject of resolution at the	suggestions on the subject of resolution at the
	Board of Directors.	Board of Directors.A supervisor shall ensure
		that the information disclosed by the
		Company is true, accurate and complete, and
		sign written confirmation periodic reports.
Article 145	There is a Board of Supervisors in the	There is a Board of Supervisors in the
	Company, which is composed of four (4)	Company, which is composed of four (4)
	supervisors, who are shareholder	supervisors, who are shareholder
	representatives and employee representatives.	representatives and employee representatives.
	Of them, two (2) supervisors are shareholder	Of them, two (2) supervisors are shareholder
	representatives, who are elected by the	representatives, who are elected by the
	general meeting; two (2) supervisors are	general meeting; two (2) supervisors are
	employee representatives, who are	employee representatives, who are
	democratically elected or replaced by	democratically elected or replaced by
	employees of the Company. There is a	employees of the Company. There is a
	chairman of the Board of Supervisors, who	chairman of the Board of Supervisors, who
	shall be elected or removed by more than two	shall be elected or removed by ~~more than two~~
	thirds (2/3) of entire supervisors. The chairman shall call and chair the meeting of	~~thirds (2/3) ~~a majority of entire supervisors. The chairman shall call and chair the meeting
	the Board of Supervisors; if the chairman is	of the Board of Supervisors; if the chairman is
	unable or fails to perform its duties, a	unable or fails to perform its duties, a
	supervisor jointly nominated by the majority	supervisor jointly nominated by the majority
	of supervisors shall call and chair the meeting	of supervisors shall call and chair the meeting
	of the Board of Supervisors.	of the Board of Supervisors.

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APPENDIX I

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COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article No.		Before amendment		After amendment
	(9) Conduct an investigation to any abnormality found in the Company’s business			(~~10~~9) Other powers conferred by laws, regulations or the Articles of Association.
	operation;	if necessary, may engage	an
	accountant	firm, a law firm and other
	professional	agencies to assist its work, at	the
	expenses of	the Company; and
	(10) Other	powers conferred by laws,
	regulations or the Articles of Association.
Article 148	Notices of regular meetings of the Board		of	Notices of regular meetings of the Board of
	Supervisors	shall be served to all supervisors		Supervisors shall be served to all supervisors
	in writing ten (10) days before the meetings			in writing ten (10) days before the meetings
	are convened. Notices of the extraordinary			are convened. Notices of the extraordinary
	meetings of	the Board of Supervisors shall	be	meetings of the Board of Supervisors shall be
	served to all supervisors in writing five		(5)	served to all supervisors in writing five (5)
	days before	the meetings are convened. The		days before the meetings are convened. ~~The~~
	notice of meeting shall specify the date, place,			~~notice of meeting shall specify the date, place,~~
	duration of the meeting, subject		of	~~duration~~ ~~of~~ ~~the~~ ~~meeting,~~ ~~subject~~ ~~of~~
	consideration at the meeting, the name,			~~consideration~~ ~~at~~ ~~the~~ ~~meeting,~~ ~~the~~ ~~name,~~
	telephone	number or other contact		~~telephone~~ ~~number~~ ~~or~~ ~~other~~ ~~contact~~
	information	of contact person etc.		~~information of contact person etc.~~
				The notice of meeting of the Board of
				Supervisors shall specify:
				(1) The date, place and duration of meeting;
				(2) The reasons and subjects; and
				(3) The date of notice.
				The above notice period may be waived at the
				discretion of the Board of Supervisors. Any
				supervisors present at the meeting who do not
				raise any objection to their non-receipt of the
				notice before or at the beginning of the
				meeting shall be deemed to have received the
				notice of meeting.

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APPENDIX I

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APPENDIX I

Article	Before amendment		After amendment	After amendment	After amendment	After amendment
	(8) Not a natural person;	~~(8) Not a natural person;~~
	(9) Not more than five (5) years after it’s	~~(9) Not more than five (5) ~~			~~years after it’s~~
	found by competent authority that it violated	~~found by competent authority that it violated~~
	the relevant securities laws and regulations	~~the relevant ~~	~~securities laws ~~		~~and regulations~~
	and involved fraudulent or dishonest conduct;	~~and involved~~	~~fraudulent or dishonest~~				~~conduct;~~
	or	~~or~~
	(10) Others under the laws and regulations.	~~(10) ~~Others under the laws			and regulations
		and regulatory rules of the place where the
	If a director, supervisor, general manager or	Company’s shares are listed.
	other senior management is elected or
	appointed in violation of this article, such	If a director,		supervisor, general manager				or
	election, appointment or engagement shall be	other senior		management	is elected			or
	invalid. A director, supervisor, general	appointed in		violation of this article, such
	manager or other senior management in any of	election, appointment or engagement shall						be
	the foregoing events during its term of office	invalid. A		director, supervisor,			general
	shall be dismissed by the Company.	manager or other senior management					in any of
		the foregoing		events during its		term	of office
		shall be dismissed by the Company.
Deletion	The effectiveness of a director, general
	manager or other senior management’s actions
	on behalf of the Company to a bona fide third
	party will not be affected by any irregularities
	in its appointment, election or qualifications.
Deletion	In addition to the obligations under the laws,
	regulations or local stock exchange listing
	rules, a director, supervisor, general manager
	or other senior management shall, when
	exercising the powers entrusted by the
	Company, shall also have the following
	obligations to each shareholder:
	(1) Shall not allow the Company to go beyond
	the business scope specified in the business
	license;
	(2) Shall act in good faith in the best interests
	of the Company;

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APPENDIX I

	Article	No.	Before amendment	After	amendment
			(3) Shall not deprive the Company of property
			in any form, including (but not limited to)
			opportunities beneficial to the Company; and
			(4) Shall not deprive a shareholder of its
			personal rights and interests, including (but
			not limited to) distribution rights and voting
			rights, but excluding the proposal of
			reorganization submitted to the general
			meeting for approval in accordance with the
			Articles of Association.
	Deletion		A director, supervisor, general manager or
			other senior management of the Company
			shall take the same care, diligence and
			expertise in exercising its rights or performing
			its obligations as a reasonably prudent person
			would take for what is supposed to be done in
			similar circumstances.
	Deletion		A director, supervisor, general manager or
			other senior management of the Company
			shall abide by the principle of good faith when
			performing its duties, and shall not put itself
			in a situation its own interests may conflict
			with its obligations. This principle includes
			(but is not limited to) fulfilling the following
			obligations:
			(1) Act faithfully in the best interests of the
			Company;
			(2) Exercise its powers within the terms of
			reference, without exceeding its powers;
			(3) Personally exercise the discretionary
			power granted, and shall not be manipulated
			by others; without the permission of laws and
			regulations or the informed consent of the
			general meeting, the discretionary power shall
			not be transferred to others;
			(4) Shareholders of the same class shall be
			treated equally, and shareholders of different
			classes shall be treated fairly;

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APPENDIX I

	Article	No.	Before amendment	After amendment	After amendment
			(5) Shall not enter into contracts, transactions
			or arrangements with the Company, unless
			otherwise required herein or otherwise
			approved by the general meeting knowingly;
			(6) Shall not use the Company’s properties in
			any form to seek benefits for its own, without
			the informed consent of the general meeting;
			(7) Shall not use its power to accept bribes or
			other illegal income, and not misappropriate
			the Company’s properties in any form,
			including (but not limited to) opportunities
			that are beneficial to the Company;
			(8) Shall not accept commissions related to
			company transactions without the informed
			consent of the general meeting;
			(9) Follow the Articles of Association,
			faithfully perform its duties, safeguard the
			interests of the Company, and shall not use its
			position and authority in the Company to seek
			personal gain for its own;
			(10) Shall not compete with the Company in
			any form without the informed consent of the
			general meeting;
			(11) Shall not embezzle the Company’s funds,
			shall not open an account to store the
			Company’s assets or funds in the name of
			itself or other person; without the consent of
			the general meeting or the Board of Directors,
			shall not lend the Company’s funds to others
			or provide security for shareholders or other
			individuals with the Company’s properties, in
			violation of the Articles of Association;

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APPENDIX I

	Article	No.	Before amendment	After	amendment
			(12) Without the informed consent of the
			general meeting, shall not disclose the
			confidential information concerning the
			Company obtained during its tenure; and shall
			not use the information unless it is for the
			benefit of the Company; however, it may
			disclose the information local court or other
			competent governmental authority in any of
			the following circumstances:
			a. as required by laws;
			b. required by public interests;
			c. required by the interests of a director,
			supervisor, general manager or other senior
			management.
			The income obtained by the person mentioned
			above in violation of the provisions of this
			article shall belong to the Company, who shall
			be liable for any losses incurred by the
			Company.
	Deletion		A director, supervisor, general manager or
			other senior management of the Company
			shall not instruct the following persons or
			entities (“related persons”) to do what the
			director, supervisor, general manager or other
			senior management cannot do:
			(1) The spouse or minor child(ren) of any
			director, supervisor, general manager or other
			senior management of the Company;
			(2) Any director, supervisor, general manager
			or other senior management of the Company
			or the trustees of the persons mentioned in
			Article 193 (1);
			(3) Any director, supervisor, general manager
			or other senior management of the Company
			or partners of the persons mentioned in Article
			193 (1) or (2);

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APPENDIX I

Article	Before amendment	Before amendment	After amendment
	(4) A company which is in fact independently
	controlled by a	director, supervisor, general
	manager or other senior management of the
	Company, or is	in contact with the persons
	mentioned in Article 193 (1), (2) or (3), or a
	company de facto jointly controlled by other
	director, supervisor, general manager or other
	senior management of the Company; and
	(5) Any director, supervisor, general manager
	or other senior management of the controlled
	company under Article 193 (4).
Addition			Article 157 A director shall abide by	the laws,
			regulations and the Articles of Association,
			comply with the required skills, duties of care
			and diligence, and have the following duties
			of diligence to the Company:
			(1) Exercise the rights conferred by the
			Company cautiously, conscientiously and
			diligently, act on the premise	of the
			Company’s overall interests, so as to ensure
			that the Company’s commercial	behavior
			complies with the requirements of	national
			laws, regulations and various	national
			economic policies, and that commercial
			activities do not exceed the business scope
			specified in the operating license;
			(2) Treat all shareholders fairly and with
			proper purpose;
			(3) Keep abreast of the Company’s	business
			operation and management status, and be
			responsible to the Company for the use or
			abuse of the Company’s assets;
			(4) Sign written confirmation	on the
			Company’s periodic reports;

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APPENDIX I

	Article	No.	Before	Before	amendment	After amendment
						(5) Truthfully provide relevant information
						and materials to the Board of Supervisors, and
						not hinder the Board of Supervisors or
						supervisors from exercising their functions
						and powers;
						(6) Avoid actual and potential conflicts of
						interests and duties;
						(7) Fully and fairly disclose his/her rights and
						interests in contracts with the Company;
						(8) Exercise the degree of skill, care and
						diligence that could reasonably be expected of
						a person of similar knowledge and experience
						who holds office as a director of the
						Company; and
						(9) Other due diligence obligations stipulated
						by laws, regulations, regulatory rules of the
						place where the shares are listed and the
						Articles of Association.
	Addition					Article 158 A director shall abide by the laws,
						regulations, regulatory rules of the place
						where the Company’s shares are listed and the
						Articles of Association, and have the
						following fidelity duties to the Company:
						(1) Not to take advantage of power to accept
						bribes or other illegal income, and shall not
						embezzle the Company’s property;
						(2) Not to misappropriate the Company’s
						funds;
						(3) Not to place the Company’s assets or funds
						in accounts opened in his/her own name or
						names of other individuals;

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APPENDIX I

	Article	No.	Before	Before	amendment	After amendment
						(4) Not to violate the provisions of the
						Articles of Association by lending the
						Company’s funds to others or providing
						guarantees for others with the Company’s
						property without the approval by the general
						meeting or the Board of Directors;
						(5) Not to enter into contracts or conduct
						transactions with the Company in violation of
						the provisions of the Articles of Association or
						without the consent of the general meeting;
						(6) Not to take advantage of the convenience
						of his/her position to seek business
						opportunities that shall belong to the
						Company for himself/herself or others, or
						operate the same kind of business as the
						Company for himself/herself or others without
						the consent of the general meeting;
						(7) Not to accept commissions from
						transactions with the Company as his/her
						own;
						(8) Not to disclose the Company’s secrets
						without authorization;
						(9) Not to use his/her affiliated relationship to
						harm the interests of the Company; and
						(10) Other fidelity duties stipulated in laws,
						regulations, regulatory rules of the place
						where the shares are listed and the Articles of
						Association.
						The income obtained by a director in violation
						of the provisions of this article shall belong to
						the Company; if losses are incurred to the
						Company, he/she shall be liable for
						compensation.

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APPENDIX I

Article		Before amendment	Before amendment			After amendment
Addition					Article 159 A supervisor shall abide by laws,
					regulations and the Articles of Association,
					have loyalty	and diligence obligations to the
					Company, faithfully perform supervisory
					duties, and shall not take advantage of his/her
					power to accept bribes or other illegal income,
					or embezzle the Company’s property.
Addition					Article 160	Senior management personnel
					shall perform corresponding obligations of
					loyalty, integrity and diligence in accordance
					with laws, regulations, regulatory rules of the
					place where	the Company’s shares are listed
					and the Articles of Association.
					The senior management of the Company shall
					faithfully perform their duties and safeguard
					the best interests of the Company and all
					shareholders.	If the Company’s senior
					management	personnel cause damage to the
					interests of	the Company and public
					shareholders	due to failure to faithfully
					perform their duties or breach of fiduciary
					obligations,	they shall be liable for
					compensation in accordance with the laws.
Deletion	A director, supervisor, general manager or
	other senior management’s liabilities arising
	from its breach of a specific obligation may be
	relieved	by the general meeting knowingly,
	except for the events in Article 57			hereof.
Deletion	If a director, supervisor, general manager or
	other senior management of the			Company
	sends a	notice in	writing to the	Board of
	Directors before		the Company	considers
	entering	into relevant contracts, transactions
	and arrangements		for the first time, stating
	that due to the contents listed in the notice, it
	is interested in the		contracts, transactions and
	arrangements the		Company will	enter into
	subsequently. The		said director, supervisor,
	general manager or other senior management
	shall be	deemed to have made the		foregoing
	disclosure within the scope specified in the
	notice.

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APPENDIX I

	Article	No.	Before amendment	After	amendment
	Deletion		The Company shall not pay taxes in any way
			for any director, supervisor, general manager
			or other senior management.
	Deletion		The Company shall not directly or indirectly
			provide loans or loan guarantees to any
			director, supervisor, general manager or other
			senior management of the Company or its
			controlling shareholder; nor shall it provide
			loans or loan guarantees to any associate of
			the foregoing persons.
			The foregoing provisions shall not apply to
			the following events:
			(1) The Company provides loans or loan
			guarantees to its subsidiaries;
			(2) The Company provides loans, loan
			guarantees or other funds to any director,
			supervisor, general manager or other senior
			management of the Company in accordance
			with the employment contract approved by the
			general meeting, so that it may pay the costs
			for the purpose of the Company or for the
			performance of its corporate duties; and
			(3) If the normal business scope of the
			Company expands to include the provision of
			loans and loan guarantees, the Company may
			provide loans and loan guarantees to any
			director, supervisor, general manager or other
			senior management and its related persons,
			under normal business conditions.
	Deletion		When the Company provides a loan in
			violation of the preceding article, regardless
			of the conditions of the loan, the person who
			receives the moneyshall repayit immediately.
	Deletion		The loan guarantees provided by the Company
			in violation of Article 199 (1) shall not be
			enforceable to the Company, with the
			following exceptions:
			(1) The provision of loans to a director,
			supervisor, general manager or other senior
			management of the Company or its controlling
			shareholder is not known by the lender; and
			(2) The collateral provided by the Company
			has been legally sold by the lender to a bona
			fide purchaser.

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APPENDIX I

	Article	No.	Before amendment	After	amendment
	Deletion		The above-mentioned “guarantees” includes
			the act of the guarantor assuming
			responsibility or providing property to
			guarantee the obligor’s performance of
			obligations.
	Deletion		When a director, supervisor, general manager
			or other senior management violates its
			obligations to the Company, then in addition
			to the rights and remedies under the relevant
			laws and regulations, the Company has the
			right to:
			(1) Hold the director, supervisor, general
			manager or other senior management liable
			for any losses incurred by the Company due to
			its negligence;
			(2) Cancel any contracts or transactions
			between the Company and the director,
			supervisor, general manager or other senior
			management, as well as any contracts or
			transactions between the Company and a third
			party (when the third party knows or should
			know that the director, supervisor, general
			manager or other senior management
			representing the Company has violated its
			obligations to the Company);
			(3) Require the director, supervisor, general
			manager or other senior management to hand
			over the proceeds from such violation;
			(4) Recover the amounts received by the
			director, supervisor, general manager or other
			senior management that should have been
			received by the Company, including (but not
			limited to) commissions;
			(5) Require the director, supervisor, general
			manager or other senior management to
			refund the interest earned or likely to be
			earned on the funds that should have been
			handed over to the Company.

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APPENDIX I

	Article	No.	Before amendment	After amendment	After amendment
	Deletion		The Company shall enter into a written
			contract with the every director or supervisor
			concerning remuneration matters, with prior
			approval of the general meeting. The
			remuneration matters shall include:
			(1) The remuneration of a director, supervisor
			or senior management of the Company;
			(2) The remuneration of a director, supervisor
			or senior management of the Company’s
			subsidiaries;
			(3) The remuneration for providing other
			services for the management of the Company
			and its subsidiaries; and
			(4) The compensation received by the director
			or supervisor due to loss of position or
			retirement.
			Except according to the said contract, a
			director or supervisor shall not file a lawsuit
			against the Company for the benefits it should
			have obtained for the foregoing matters.
	Deletion		The contract between the Company and a
			director or supervisor concerning
			remuneration shall provide that at the time of
			acquisition of the Company, the director or
			supervisor, with prior approval of general
			meeting, has the right to compensation or
			other payments for employment or retirement.
			The expression “acquisition of the Company”
			mentioned above refers to one of the
			following events:
			(1) Any person makes a takeover offer to all
			shareholders;
			(2) Any person makes a takeover offer, in
			order to make the offeror the controlling
			shareholder. The definition of controlling
			shareholder is the same as that in Article 58
			hereof.
			If the said director or supervisor fails to
			comply with this article, any mount received
			shall belong to the person who has sold its
			shares by accepting the aforesaid offer, and
			such director or supervisor shall bear the
			expenses incurred in distributing such amount
			in proportion, which shall not be deducted
			from such amount.

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APPENDIX I

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APPENDIX I

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APPENDIX I

	Article	No.	Before amendment	After	amendment
	Deletion		The Company’s financial statements shall not
			only be prepared in accordance with Chinese
			accounting standards, laws and regulations,
			but also in accordance with international or
			overseas listing place’s accounting standards.
			Any important discrepancies in the financial
			statements prepared according to the two
			accounting standards shall be specified in the
			notes to the financial statements. When the
			Company distributes the after-tax profits of
			the relevant financial year, the lesser amount
			of after-tax profits in the said two versions of
			financial statements shall prevail.
	Deletion		The interim results or financial information
			announced or disclosed by the Company shall
			be prepared in accordance with Chinese
			accounting standards, laws and regulations, as
			well as international or overseas listing
			place’s accounting standards.
	Deletion		The Company engages an accountant firm
			with proper qualifications to conduct annual
			audit on the Company under the Chinese
			Accounting Standards for Business
			Enterprises, and complete the audit report
			within four (4) months after the end of each
			financial year.
	Deletion		The Company publishes financial reports at
			least twice per financial year, that is, the
			interim report within sixty (60) days after the
			end of the first six (6) months of a financial
			year, and the annual report within one hundred
			and twenty (120) days from the end of the
			financial year.

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APPENDIX I

Article No.	Before amendment	After amendment
Article 169	The Company’s reserve fund is used to make	The Company’s reserve fund is used to make
	up for the Company’s losses, expand	up for the Company’s losses, expand
	production and operation, or convert it to	production and operation, or convert it to
	increase the registered capital. However, the	increase the registered capital. However, the
	capital reserve shall not be used to cover the	capital reserve shall not be used to cover the
	losses of the Company.	losses of the Company.
	When the statutory reserve fund is capitalized,	When the statutory reserve fund is capitalized,
	its amount shall not be less than 25% of the	its amount shall not be less than 25% of the
	registered capital of the Company before the	registered capital of the Company before the
	capitalization.	capitalization.
	The capital reserve includes the following	~~The capital reserve includes the following~~
	amounts:	~~amounts:~~
	(1) The premium received from the issuance	~~(1) The premium received from the issuance~~
	of shares in excess of the par value; and	~~of shares in excess of the par value; and~~
	(2) Other incomes listed in the capital reserve	~~(2) Other incomes listed in the capital reserve~~
	as required by the Ministry of Finance.	~~as required by the Ministry of Finance.~~
Deletion	After the Company pays income tax to make
	up for the losses of previous year, the after-tax
	profit shall be distributed in the following
	sequence:
	(1) Provision of statutory reserve fund;
	(2) Provision of discretionary reserve fund,
	with the resolution of the general meeting;
	(3) Payment of dividends to shareholders,
	with the resolution of the general meeting.

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APPENDIX I

Article No.	Before amendment		After amendment	After amendment	After amendment	After amendment	After amendment	After amendment
Article 171	The Company shall appoint a receiving agent for the holders of overseas listed foreign	The Company shall appoint ~~a ~~one or more receiving agents in Hong Kongfor the holders
	shares. The receiving agent shall receive the	of	overseas	listed		foreign			shares.			The
	dividends distributed by the Company in	receiving agent			shall	receive		the dividends
	respect of the overseas listed foreign shares	distributed by		the Company in				respect of the
	and other payables, on behalf of the relevant	overseas listed			foreign shares					and		other
	shareholders, and shall keep such funds on	payables, on			behalf		of	the			relevant
	behalf of the shareholders, pending payment	shareholders, and shall					keep such				funds on
	to the shareholders.	behalf of the shareholders, pending									payment
		to the shareholders.
	The receiving agent appointed by the
	Company shall meet the requirements of local	The	receiving		agent		appointed				by the
	laws of the place of listing or the relevant	Company shall meet the requirements of local
	rules of stock exchange.	laws	of the place of listing or						the relevant
		rules of stock exchange.
Deletion	The receiving agent appointed by the
	Company for holders of foreign shares listed
	in Hong Kong shall be a trust company
	registered under the Trustee Ordinance (Cap
	29). The Company has paid all interests on
	any shares prior to the call, but a holder of the
	shares is not entitled to the dividends
	subsequently declared on the advance
	payment.
	Subject to relevant laws, regulations,
	normative documents and local securities
	commission rules, the Company may exercise
	the right to confiscate unclaimed dividends,
	but this right may not be exercised before the
	expiration of the applicable time limit.
	The Company has the right to terminate the
	distribution of dividends to holders of
	overseas listed foreign shares by mail, but the
	Company shall exercise this right only after
	the dividend has not been withdrawn for two
	consecutive times. The Company can exercise
	this right if the dividend is returned after the
	initial mailing did not reach the recipient.

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APPENDIX I

Article No.	Before amendment	After amendment
	The Company may sell the shares of the
	holders of overseas listed foreign shares who
	cannot be contacted in a manner deemed
	appropriate by the Board of Directors, subject
	to the following conditions:
	(1) The Company has distributed dividends on
	such shares at least thrice within a 12-year
	period, and no dividends have been claimed
	during that period; and
	(2) Upon expiry of the 12-year period, the
	Company shall publish an announcement in
	one or more newspapers in the place where the
	Company’s securities are listed, stating its
	intention to sell the shares, and notify the
	local securities commission.
Addition		Article 172 The Company’s profit distribution
		shall pay attention to the	reasonable
		investment returns to investors and take into
		account the Company’s	sustainable
		development. When proposing or		declaring
		dividends, the Company shall		maintain
		sufficient cash reserves to meet	its capital
		needs, future growth and the need to maintain
		equity value. The Company’s dividend policy
		is formulated by the Board of Directors.
Article 175	When the Company engages an accountant	When the Company engages an	accountant
	firm that complies with the Securities Law of	firm that complies with the Securities Law of
	the People’s Republic of China and other	the People’s Republic of China		~~and other~~
	relevant laws and regulations to conduct	~~relevant laws and regulations ~~to conduct
	financial statements auditing, net assets	financial statements auditing,	net assets
	verification and other related consulting	verification and other related	consulting
	services, the engagement period may start	services, the engagement period		may start
	from the end of current annual general	from the end of current annual general
	meeting of the Company to the end of next	meeting of the Company to the end of next
	annual general meeting, and the engagement	annual general meeting, and the engagement
	can be renewed.	can be renewed.
Article 180	The remuneration of the accountant firm or	The ~~remuneration ~~audit fee of the	accountant
	the determination the remuneration shall be	firm ~~or the determination the remuneration~~
	decided by the general meeting.	shall be decided by the general meeting.

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APPENDIX I

	Article	No.	Before amendment	After amendment	After amendment
	Deletion		The engagement, dismissal or no re-
			engagement of an accountant firm for annual
			audit shall be decided by the general meeting.
			If the general meeting intends to pass a
			resolution to appoint a non-incumbent
			accountant firm to fill any vacancy in the
			position of accountant firm, or to re- appoint
			an accountant firm appointed by the Board of
			Supervisors to fill a vacancy, or to dismiss an
			accountant firm whose term of office has not
			expired, it shall meet the following
			requirements:
			(1) Before the notice of general meeting is
			sent out, a motion for appointment or
			dismissal shall be sent to the accountant firm
			to be appointed or to leave office or that has
			left in the relevant financial year.
			Leave may refer to dismissal, resignation and
			retirement.
			(2) If the leaving accountant firm makes a
			written statement and requires the Company
			to inform shareholders of the statement, the
			Company shall take the following measures
			unless it receives the written statement too
			late:
			a. describe on the on the notice issued for the
			resolution that the leaving accountant firm has
			made a statement;
			b. send the copy of statement as attached to
			the notice to shareholders in the manner
			specified herein.

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APPENDIX I

Article No.	Before amendment	After amendment
	(3) If the Company fails to send the statement
	of the relevant accountant firm under
	paragraph (2), said accountant firm may
	request the statement to be read out at the
	general meeting, and may make further
	appeals.
	(4) The leaving accountant firm may attend
	any of the following meetings:
	a. the general meeting whose term is expiring;
	b. a general meeting to fill the vacancy arising
	from its dismissal; or
	c. a general meeting called for its voluntary
	resignation.
	The leaving accountant firm may receive all
	notices of the aforementioned meeting or
	other information related to the meeting, and
	give a speech at the meeting on matters
	concerning it as the former accountant firm of
	the Company.
Article 181	When the Company dismisses or does not	When the Company dismisses or does not
	reappoint the accountant firm, it shall notify	reappoint the accountant firm, it shall notify
	the accountant firm thirty (30) days in	the accountant firm thirty (30) days in
	advance, and the accountant firm shall be	advance, and the accountant firm shall be
	allowed to state its opinions when voting on	allowed to state its opinions when voting on
	the dismissal of the accountant firm at the	the dismissal of the accountant firm at the
	general meeting.	general meeting.

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APPENDIX I

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APPENDIX I

Article No.	Before amendment	Before amendment			After amendment
Article 182	The notice of	the Company may	be delivered		The notice of the Company may be delivered
	by any of the	following means:			by any of the following means:
	(1) by hand;				(1) by hand;
	(2) by mail;				(2) by mail;
	(3) by email;				(3) by email;
	(4) by way of	publishing an announcement		on	(4) by way of publishing an announcement	on
	the websites	or newspapers formulated		or	the websites or newspapers formulated	or
	stipulated by	the Company and the stock			stipulated by the Company and the stock
	exchange in accordance with the		requirements		exchange in accordance with the requirements
	of laws, regulations and governing rules of			the	of laws, regulations and governing rules of	the
	places where	the shares of the Company		are	places where the shares of the Company	are
	listed;				listed;
	(5) by other	ways as agreed	in advance		(5) by other ways as agreed in advance
	between the Company and the addressee or as				between the Company and the addressee or as
	accepted by the addressee after		the notice is		accepted by the addressee after the notice is
	received; or				received; or
	(6) by other ways recognized by laws,				(6) by other ways recognized by laws,
	regulations,	regulatory authorities of		the	regulations, regulatory authorities of	the
	places where	the shares of the Company		are	places where the shares of the Company	are
	listed or provided by the		Articles	of	listed or provided by the Articles	of
	Association.				Association.
					Unless otherwise stipulated in the Articles of
					Association, the various forms of notice
					prescribed in the preceding paragraphs	are
					applicable to the notices of the Company’s
					general meetings, meetings of the Board	of
					Directors and meetings of the Board	of
					Supervisors.

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APPENDIX I

Article No.	Before amendment	After amendment
Article 183	If the notice is sent by hand, the receiving	If the notice is sent by hand, the receiving
	person shall sign (or seal) the delivery receipt,	person shall sign (or seal) the delivery	receipt,
	and the date of receipt shall be the date of	and the date of receipt shall be the	date of
	delivery; if the notice is sent by mail, the 3rd	delivery; if the notice is sent by mail,	the 3rd
	working day from the date of handing it to the	working day from the date of handing	it to the
	post office is the date of delivery; if the notice	post office is the date of delivery; if the notice
	is sent by facsimile, the date on the delivery	~~is sent by facsimile, the date on the delivery~~
	report generated by the Company’s fax	~~report~~ ~~generated~~ ~~by~~ ~~the~~ ~~Company’s~~		~~fax~~
	machine will be the date of delivery; if the	~~machine will be the date of delivery; if the~~
	notice is sent by email, the date of emailing	~~notice ~~is sent by email, the date of emailing
	will be the date of delivery.	will be the date of delivery. If the notice is
		sent by announcement, the date of		first
	Any notice of the Company given by	publication of announcement will be the		date
	announcement shall be deemed to be received	of delivery.
	by all relevant persons once such
	announcement is published. Where the laws,	Any notice of the Company given		by
	regulations and regulatory authorities of the	announcement shall be deemed to be received
	place where the shares of the Company are	by all relevant persons once		such
	listed provide otherwise, such provisions shall	announcement is published. Where the laws,
	prevail.	regulations and regulatory authorities of the
		place where the shares of the Company are
		listed provide otherwise, such provisions shall
		prevail.
Deletion	With the approval of a special resolution of
	the general meeting, the Company may be
	divided or merged with other companies under
	the laws, regulations and the Articles of
	Association.
	For the purpose of merger or division, the
	Board of Directors shall propose a plan, which
	shall go through the relevant examination and
	approval procedures at law after it is approved
	in accordance with the procedures specified
	herein. A shareholder opposing the
	Company’s merger or division plan may
	require the Company or agreeing shareholders
	to purchase its shares at a fair price. The
	merger or division resolution shall be made
	into a special document for shareholders to
	consult.
	For holders of H shares, said document shall
	also be delivered by mail or by other means
	specified herein.

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APPENDIX I

Article No.	Before amendment		After	amendment	amendment
Article 193	If the Company has the circumstance specified in item (1) of Article 243 of the	If the Company has the circumstance specified in item (1) of Article192 ~~243~~of the
	Articles of Association, it may survive by	Articles of	Association, it may			survive		by
	amending the Articles of Association.	amending the Articles of Association.
	Amendments to the Articles of Association in	Amendments to the		Articles of Association in
	accordance with the provisions of the	accordance	with	the provisions			of	the
	preceding paragraph shall be approved by	preceding paragraph shall be			approved			by
	more than two thirds (2/3) of the voting rights	more than two thirds (2/3) of the voting rights
	held by the shareholders present at the general	held by the	shareholders present		at	the	general
	meeting.	meeting.
Article 194	If the Company is dissolved under Article 243	If the Company is dissolved under				Article192
	(1), (2), (4) or (5) hereof, a liquidation team	~~243 ~~(1), (2), (4) or		(5) hereof,	a	liquidation
	shall be established within fifteen (15) days	team shall	be established within fifteen (15)
	from the date of the occurrence of the cause of	days from	the date	of the occurrence of				the
	liquidation, to start the liquidation. The	cause of liquidation, to start the liquidation.
	liquidation team shall be composed of	The liquidation team shall be			composed of
	directors or persons determined by the general	directors 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 time	established	for liquidation within the time
	limit, the creditors may ask the local court to	limit, the creditors may ask the			local court to
	designate relevant persons to form a	designate	relevant	persons	to form			a
	liquidation team.	liquidation	team.
Deletion	If the Board of Directors decides to liquidate
	the Company (except for liquidation due to
	the Company’s declaration of bankruptcy), it
	shall state in the notice of general meeting
	called for this purpose that the Board of
	Directors has made a comprehensive
	investigation of the Company’s situation, and
	believes that the Company can fully repay its
	debts within twelve (12) months after the
	liquidation begins.
	After the resolution on liquidation at the
	general meeting is passed, the powers of the
	Board of Directors and the general manager
	shall cease immediately. During the
	liquidation period, the Company shall not
	carry out new business activities.
	The liquidation team shall follow the
	instructions of the general meeting, report its
	incomes and expenses, corporate business and
	liquidation process to the general meeting at
	least once a year, and make a final report to
	the general meeting at the end of the
	liquidation.

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APPENDIX I

Article No.		Before amendment	Before amendment	Before amendment			After amendment
Article 197	After	the liquidation	team		clears	the	After the liquidation team clears the
	Company’s properties, prepares				the balance		Company’s properties, prepares the balance
	sheet and the list of properties, it shall						sheet and the list of properties, it shall
	develop	a liquidation plan	and	report it to the			develop a liquidation plan and report it to the
	general	meeting or the	local		court	for	general meeting or the local court for
	confirmation. If the liquidation team finds that						confirmation.~~If the liquidation team finds that~~
	the Company’s properties		are	insufficient to			~~the Company’s properties are insufficient to~~
	pay off	the debts, it shall	apply		to the local		~~pay off the debts, it shall apply to the local~~
	court for bankruptcy at law.						~~court for bankruptcy at law.~~
	After the Company is declared bankrupt by						~~After the Company is declared bankrupt by~~
	the local court, the liquidation				team shall		~~the local court, the liquidation team shall~~
	transfer	the liquidation affairs to the local					~~transfer the liquidation affairs to the local~~
	court.						~~court.~~
							After paying liquidation expenses,
							employees’ wages, social insurance fees and
							statutory compensation, taxes owed, and the
							Company’s debts, the Company shall
							distribute the remaining properties according
							to the shareholding ratios of shareholders.
							During the period of liquidation, the Company
							continues to exist, but may not carry out
							business activities unrelated to the
							liquidation.
							The Company’s properties shall not be
							distributed to shareholders before paying off
							in accordance with the provisions of the
							preceding paragraphs.

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APPENDIX I

Article No.		Before amendment	After amendment
Addition			Article 198 If the liquidation team finds that
			the Company’s properties are insufficient to
			pay off its debts after liquidating the
			Company’s properties and compiling the
			balance sheet and property list, it shall apply
			to the local court for bankruptcy according to
			the laws.
			After the Company is declared bankrupt by
			the ruling of the local court, the liquidation
			team shall transfer the liquidation affairs to
			the local court.
Article 199	Upon	liquidation of the Company, the	Upon liquidation of the Company, the
	liquidation team shall prepare a liquidation		liquidation team shall prepare a liquidation
	report, as well as income statement and book		report, ~~as well as income statement and book~~
	of accounts during the liquidation period.		~~of accounts during the liquidation period.~~
	After	verification by a certified public	~~After~~ ~~verification~~ ~~by~~ ~~a~~ ~~certified~~ ~~public~~
	accountant in China, the liquidation team		~~accountant in China, the liquidation team~~
	shall	report it to the general meeting or the	~~shall ~~report it to the general meeting or the
	local	court for confirmation. The liquidation	local court for confirmation~~. The liquidation~~
	team	shall, within thirty (30) days from the	~~team shall, within thirty (30) days from the~~
	date of confirmation by the general meeting or		~~date of confirmation by the general meeting or~~
	the relevant competent authority, shall submit the liquidation report to the local		~~the relevant competent authority, shall~~,submit ~~the~~ ~~liquidation~~ ~~report~~ ~~to~~ ~~the~~ ~~local~~
	administration for market regulation (SAMR),		~~administration for market regulation (SAMR),~~
	apply	for business de-registration and	company registration authority to apply for
	announce the termination of the Company.		business de-registration and announce the
			termination of the Company.

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APPENDIX I

Article No.	Before amendment	After amendment	After amendment	After amendment
Deletion	The properties of the Company shall be used
	in the following sequence to:
	(1) pay the liquidation fees;
	(2) pay the wages, social insurance premiums
	and statutory compensations of the employees
	of the Company;
	(3) pay the taxes owed; and
	(4) pay off the debts of the Company;
	The remaining properties of the Company
	after the Company’s debts are paid off shall be
	distributed by the Company according to the
	class and percentage of the equities held by
	the shareholders.
Article 201	If the liquidation team finds that the	~~If~~ ~~the~~ ~~liquidation~~ ~~team~~ ~~finds~~			~~that~~	~~the~~
	Company’s properties are insufficient to repay	~~Company’s properties are insufficient to repay~~
	the debts after liquidating the properties and	~~the debts after liquidating the properties ~~				~~and~~
	preparing the balance sheet and list of	~~preparing the balance sheet ~~		~~and ~~	~~list ~~	~~of~~
	properties, it shall immediately apply to the	~~properties, it ~~	~~shall immediately apply to ~~			~~the~~
	local court for bankruptcy. After the Company	~~local court for bankruptcy. After the Company~~
	is declared bankrupt by the local court, the	~~is declared bankrupt by the local court, ~~				~~the~~
	liquidation team shall transfer the liquidation	~~liquidation team shall transfer the liquidation~~
	affairs to the local court. If the Company is	~~affairs to the ~~	~~local court. ~~If the Company is
	declared bankrupt at law, the bankruptcy or	declared bankrupt at law, the		bankruptcy or
	liquidation shall be carried out in accordance	liquidation shall be carried out		in accordance
	with the corporate bankruptcy laws.	with the corporate bankruptcy laws.
Deletion	Upon liquidation of the Company, the
	liquidation team shall prepare a liquidation
	report and submit it to the general meeting or
	relevant competent authorities for
	confirmation. The liquidation team shall also
	send said document to the company
	registration authority, applying for business
	de-registration and announcing the
	termination of the Company.

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APPENDIX I

Article	Before amendment			After amendment	After amendment
Addition		Article 204		Amendments to the Articles of
		Association		approved by the resolution of the
		general meeting shall be subject to the
		approval by		the competent authority, and shall
		be	reported	to the competent authority for
		approval;		those	involving company
		registration		matters	shall be registered in
		accordance		with the laws.
Deletion	The Company shall abide by the following
	dispute settlement rules:
	(1) Any dispute or claim of corporate affairs
	arising from the rights and obligations under
	the Articles of Association, the Company Law,
	and other relevant laws and regulations,
	between the holders of overseas listed foreign
	shares and the Company, between the holders
	of overseas listed foreign shares and the
	directors, supervisors, general manager or
	other senior management of the Company, or
	between the holders of overseas listed foreign
	shares and the holders of domestic shares,
	shall be submitted to arbitration for
	settlement.
	When the foregoing dispute or claim is
	submitted to arbitration, the dispute or claim
	shall be integral; all persons who have the
	same cause of action or whose participation is
	required in the settlement of said dispute or
	claim, if their identity is the Company or the
	Company’s shareholders, directors,
	supervisors, general manager or other senior
	management, shall submit to arbitration.

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APPENDIX I

	Article	No.	Before amendment	After amendment	After amendment
			Any dispute concerning the definition of
			shareholders and the register of shareholders
			may be settled without arbitration.
			(2) The applicant may apply to China
			International Economic and Trade Arbitration
			Commission for arbitration under its
			arbitration rules, or apply to Hong Kong
			International Arbitration Center for arbitration
			under its securities arbitration rules. After the
			applicant submits the dispute or claim to
			arbitration, the other party shall submit the
			arbitration in the arbitration center selected by
			the applicant. If the applicant applies to the
			Hong Kong International Arbitration Center
			for arbitration, either party may request the
			arbitration to be conducted in Shenzhen in
			accordance with the HKIAC securities
			arbitration rules.
			(3) The dispute or claim mentioned in
			paragraph (1) may be settled under the laws of
			the People’s Republic of China (excluding
			Hong Kong Special Administrative Region,
			Macao Special Administrative Region and
			Taiwan Region) shall apply; unless otherwise
			provided by laws and regulations.
			(4) The award made by the arbitration center
			is final and binding on all parties.
			(5) Any submission to arbitration shall be
			deemed to authorize the arbitral tribunal to
			conduct a public hearing and publish its
			award.

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APPENDIX I

Article No.	Before amendment	After amendment
Article 205	Definitions and Interpretations	Definitions and Interpretations
	(1) Controlling Shareholder refers to a person	~~(1) Controlling Shareholder refers to a person~~
	who meets one of the following conditions:	~~who meets one of the following conditions:~~
	(1) when the person acts alone or in concert	~~(1) when the person acts alone or in concert~~
	with others, it can elect more than half of the	~~with others, it can elect more than half of the~~
	directors; (2) when the person acts alone or in	~~directors; (2) when the person acts alone or in~~
	concert with others, it can exercise more than	~~concert with others, it can exercise more than~~
	30% (inclusive) of the Company’s voting	~~30% (inclusive) of the Company’s voting~~
	rights or can control the exercise of more than	~~rights or can control the exercise of more than~~
	30% (inclusive) of the Company’s voting	~~30% (inclusive) of the Company’s voting~~
	rights; and (3) when the person acts alone or	~~rights; and (3) when the person acts alone or~~
	in concert with others, it holds more than 30%	~~in concert with others, it holds more than 30%~~
	(inclusive) of the Company’s issued shares;	~~(inclusive) of the Company’s issued shares;~~
	and (4) when the person acts alone or in	~~and (4) when the person acts alone or in~~
	concert with others, it has de facto control	~~concert with others, it has de facto control~~
	over the Company by other means, unless otherwise required by the laws, regulations,	~~over the Company by other means, ~~(1) Controlling Shareholder refers to a
	local securities commission rules, and the	shareholder whose ordinary shares (including
	Articles of Association.	preferred shares with restored voting rights)
		account for more than 50% of the Company’s
	…	total share capital; or a shareholder with less
		than 50% shareholding but whose voting
		rights entitled by his/her shares are sufficient
		to have a significant impact on the resolutions
		of the general meeting, unless otherwise
		required by the laws, regulations, ~~local~~
		~~securities commission rules ~~regulatory rules of the place where the Company’s shares are
		listed, and the Articles of Association.
		…
Article 209	The Board of Directors of the Company is	The Articles of Association shall come into
	responsible for the interpretation of the	effect and be implemented on the date of
	Articles of Association.	consideration and approval by the Company’s
		general meeting. The Board of Directors of
		the Company is responsible for the
		interpretation of the Articles of Association.

If the article number is adjusted due to amendments to the article, the article will be re-numbered accordingly and will not be listed separately in this table.

– 99 –

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 2023 first extraordinary general meeting (the “ EGM ”) of Jiangsu Recbio Technology Co., Ltd. (the “ Company ”) will be held at 10:00 a.m. on Thursday, September 21, 2023 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 amendments to the Articles of Association;
To consider and approve the resolution on the grant of general mandate to the Board to issue additional Shares of the Company.

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

Jiangsu Province, the PRC September 6, 2023

– 100 –

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. Voting at the EGM will be conducted by way of on-site voting. 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. on Wednesday, September 20, 2023) 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 Monday, September 18, 2023 to Thursday, September 21, 2023, 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, September 15, 2023 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.
Further details of the resolutions are set out in the circular of the Company dated September 6, 2023.
References to dates and time in this notice are to Hong Kong dates and time.

As at the date of this notice, the Board comprises Dr. LIU Yong as the chairman of the Board and an executive Director, Dr. CHEN Jianping, Mr. LI Bu and Ms. CHEN Qingqing as executive Directors, Dr. HONG Kunxue, Dr. ZHOU Hongbin, Mr. ZHANG Jiaxin and Mr. HU Houwei as non-executive Directors, and Mr. LIANG Guodong, Dr. XIA Lijun, Professor GAO Feng and Professor YUEN Ming Fai as independent non-executive Directors.

– 101 –

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 2023 first H share class meeting (the “ H Share Class Meeting ”) of Jiangsu Recbio Technology Co., Ltd. (the “ Company ”) will be held on Thursday, September 21, 2023, immediately after the conclusion or any adjourned meeting of the 2023 first extraordinary general meeting and the 2023 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 RESOLUTION

To consider and approve the resolution on the amendments to the Articles of Association.

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

Jiangsu Province, the PRC September 6, 2023

– 102 –

NOTICE OF H SHARE CLASS MEETING

Notes:

All resolution 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. Voting at the H Share Class Meeting will be conducted by way of on-site voting. 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. on Wednesday, September 20, 2023) 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 Monday, September 18, 2023 to Thursday, September 21, 2023, 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, September 15, 2023 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.
Further details of the resolution are set out in the circular of the Company dated September 6, 2023.
References to dates and time in this notice are to Hong Kong dates and time.

– 103 –

AI assistant

Jiangsu Recbio Technology Co., Ltd. Proxy Solicitation & Information Statement 2023

50426_rns_2023-09-05_85531563-dd41-4a3a-8469-0611612b8407.pdf

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

(Stock code: 2179)

AMENDMENTS TO THE ARTICLES OF ASSOCIATION GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE ADDITIONAL SHARES OF THE COMPANY NOTICE OF EXTRAORDINARY GENERAL MEETING AND NOTICE OF H SHARE CLASS MEETING

CONTENTS

DEFINITIONS

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

AMENDMENTS TO THE ARTICLES OF ASSOCIATION GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE ADDITIONAL SHARES OF THE COMPANY NOTICE OF EXTRAORDINARY GENERAL MEETING AND NOTICE OF H SHARE CLASS MEETING

I. INTRODUCTION

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

1. Resolution on the Amendments to the Articles of Association

2. Resolution on the Grant of General Mandate to the Board to Issue Additional Shares of the Company

LETTER FROM THE BOARD

(1) General Mandate to Issue Shares

(2) Related Authorization

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

Comparison Table of the Amendments to the Articles of Association

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS

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 RESOLUTION

NOTICE OF H SHARE CLASS MEETING

Article No.	Before amendment	After amendment
Article 2	The Company is a joint stock limited company	The Company is a joint stock limited company
	established under the Company Law, the	established under the Company Law~~, the~~
	Special Provisions and other national laws,	~~Special Provisions ~~and other national laws,
	regulations and normative documents.	regulations and normative documents.
	...	...
Article 9	All registered capital of the Company is	All registered capital of the Company is
	divided into equal shares, and any shareholder	divided into equal shares, and any shareholder
	shall be liable to the Company in proportion	shall be liable to the Company in proportion
	to its shares subscribed, while the Company	to its shares subscribed, while the Company
	shall be liable for all the corporate debts to the	shall be liable for all the corporate debts to the
	extent of total assets. The Company may invest in other limited liability companies or joint stock limited companies, and shall be	extent of total assets.Within the permission of laws and regulations, the~~The ~~Company may invest in other enterprises~~limited liability~~
	liable to such invested companies to the extent	~~companies or joint stock limited companies~~,
	of its investment amount, provided that the Company shall not be a contributor	and shall be liable to such invested enterprises~~companies ~~to the extent of its
	individually and jointly liable for the debts of	investment amount, provided that the
	the invested companies, unless otherwise	Company shall not be a contributor
	specified by laws or regulations.	individually and jointly liable for the debts of
		the invested companies, unless otherwise
		specified by laws or regulations.
Article 10	The Articles of Association are the code of	~~The Articles of Association are the code of~~
	conduct of the Company, to take effect from	~~conduct of the Company, to take effect from~~
	the date of the listing of overseas listed	~~the date of the listing of overseas listed~~
	foreign shares issued by the Company on The	~~foreign shares issued by the Company on The~~
	Stock Exchange of Hong Kong Limited (the	~~Stock Exchange of Hong Kong Limited (the~~
	“Hong Kong Stock Exchange”), upon	~~“~~~~Hong~~ ~~Kong~~ ~~Stock~~ ~~Exchange”),~~ ~~upon~~
	adoption by a special resolution at the general	~~adoption by a special resolution at the general~~
	meeting of the Company. The original Articles	~~meeting of the Company. The original Articles~~
	of Association and its modifications will be	~~of Association and its modifications will be~~
	invalidated accordingly. Since the effective	~~invalidated accordingly. ~~Since the effective
	date, the Articles of Association shall	date, the Articles of Association shall
	constitute a document with the legal binding	constitute a document with the legal binding
	force governing the organization and conducts	force governing the organization and conducts
	of the Company, the right-obligation	of the Company, the right-obligation
	relationship between the Company and its	relationship between the Company and its
	shareholders, and between the shareholders,	shareholders, and between the shareholders,
	with binding effects on the Company, its	with binding effects on the Company, its
	shareholders, directors, supervisors and senior	shareholders, directors, supervisors and senior
	management.	management.
	Pursuant to the Articles of Association, a	Pursuant to the Articles of Association, a
	shareholder hereunder may take a legal action	shareholder hereunder may take a legal action
	against another shareholder, or against a	against another shareholder, or against a
	director, supervisor, general manager or other	director, supervisor, general manager or other
	senior management of the Company, or	senior management of the Company, or
	against the Company, while the Company may	against the Company, while the Company may
	take a legal action against a shareholder,	take a legal action against a shareholder,
	director, supervisor, general manager or other	director, supervisor, general manager or other
	senior management of the Company.	senior management of the Company.
	The foregoing legal action may include filing	The foregoing legal action may include filing
	a lawsuit to a court or submitting an	a lawsuit to a court or submitting an
	application for an arbitration to an arbitration	application for an arbitration to an arbitration
	tribunal.	tribunal.

Article No.	Before amendment	After amendment
Article 25	Any repurchase of shares of the Company	Any repurchase of shares of the Company
	under Article 24 (1) or (2) hereof shall be	under Article 23~~24 ~~(1) or (2) hereof shall be
	approved by the general meeting; any repurchase under Article 24 (3), (5) or (6)	approved by the general meeting; any repurchase under Article 23~~24 ~~(3), (5) or (6)
	hereof shall be implemented after being	hereof shall be implemented after being
	approved by a resolution of the Board meeting	approved by a resolution of the Board meeting
	attended by more than two thirds of directors. Upon any repurchase under Article 24 (1), the	attended by more than two thirds of directors. Upon any repurchase under Article 23~~24 ~~(1),
	repurchased shares of the Company shall be	the repurchased shares of the Company shall
	deregistered within ten (10) days from the	be deregistered within ten (10) days from the
	date of repurchase; upon any repurchase under	date of repurchase; upon any repurchase under
	Article 24 (2) or (4), such shares shall be	Article 23~~24 ~~(2) or (4), such shares shall be
	transferred or deregistered within six (6)	transferred or deregistered within six (6)
	months from repurchase; upon any repurchase	months from repurchase; upon any repurchase
	under Article 24 (3), (5) or (6), such shares	under Article 23~~24 ~~(3), (5) or (6), such shares
	shall be transferred or deregistered within	shall be transferred or deregistered within
	three (3) years from the repurchase, provided	three (3) years from the repurchase, provided
	that shares of the Company held by the	that shares of the Company held by the
	Company in total shall not exceed 10% of the	Company in total shall not exceed 10% of the
	shares issued by the Company in total.	shares issued by the Company in total.
	...	...
Article 26	After the shares required deregistration are	After the shares required deregistration are
	repurchased by the Company pursuant to the	repurchased by the Company pursuant to the
	laws, the Company shall deregister the	laws, the Company shall deregister the
	repurchased shares within the period	repurchased shares within the period
	prescribed by relevant laws or regulations,	prescribed by relevant laws or regulations,
	and shall apply for change of registered	and shall apply for change of registered
	capital to the original company registration	capital to the original company registration
	authorities for registration.	authorities for registration.
	The total nominal value of deregistered shares	~~The total nominal value of deregistered shares~~
	of the Company shall be deducted from the	~~of the Company shall be deducted from the~~
	registered capital of the Company.	~~registered capital of the Company.~~

Article No.	Before amendment	After amendment
Article 31	All transfers of overseas listed foreign shares	All transfers of overseas listed foreign shares
	listed in Hong Kong shall be accompanied	listed in Hong Kong shall be accompanied
	with a written transfer instrument in ordinary	with a written transfer instrument in ordinary
	or common format or in the format acceptable	or common format or in the format acceptable
	to the Board of Directors (including the	to the Board of Directors (including the
	standard transfer form specified by the Hong	standard transfer form specified by the Hong
	Kong Stock Exchange from time to time); the	Kong Stock Exchange from time to time); the
	written transfer instrument may be signed by	written transfer instrument may be signed by
	hand or affixed with the effective corporate	hand or affixed with the effective corporate
	seal (if the transferor or the transferee is a	seal (if the transferor or the transferee is a
	corporate entity). If the transferor or the	corporate entity). If the transferor or the
	transferee is a recognized clearing house	transferee is a recognized clearing house
	defined under the Hong Kong laws effective	defined under the Hong Kong laws effective
	from time to time (the “recognized clearing	from time to time (the “recognized clearing
	house”) or its agent, the transfer form may be	house”) or its agent, the transfer form may be
	signed by hand or in machine-imprinted	signed by hand or in machine-imprinted
	format. All transfer instruments shall be	format. All transfer instruments shall be
	archived at the legal address of the Company	archived at the legal address of the Company
	or other address designated by the Board of	or other address designated by the Board of
	Directors from time to time.	Directors from time to time. If laws,
		regulations and the securities regulatory
		authority of the place where the Company’s
		shares are listed provide that other methods
		may be adopted, the Company may also adopt
		other methods.
Article 32	The share certificates of the Company shall be	The share certificates of the Company shall be
	in registered form. In addition to the	in registered form. In addition to the
	particulars provided in the Company Law, the	particulars provided in the Company Law, the
	share certificates of the Company shall	share certificates of the Company shall
	contain other particulars required by the stock	contain other particulars required by the stock
	exchange on which the shares of the Company	exchange on which the shares of the Company
	are listed.	are listed.
	Foreign shares issued by the Company may	Foreign shares issued by the Company may
	take the form of overseas depositary	take the form of overseas depositary
	certificates or other derivatives of share	certificates or other derivatives of share
	certificates according to local laws and	certificates according to local laws and
	securities registration and depository practice	securities registration and depository practice
	of the places where the shares of the Company	of the places where the shares of the Company
	are listed.	are listed.
	If the share capital of the Company includes	If the share capital of the Company includes
	shares without voting rights, such shares shall	shares without voting rights, such shares shall
	be worded “without voting rights”. If the	be worded “without voting rights”. ~~If the~~
	share capital includes shares with different	~~share capital includes shares with different~~
	voting rights, each class of shares (except for	~~voting rights, each class of shares (except for~~
	shares with the most favorable voting rights)	~~shares with the most favorable voting rights)~~
	shall be worded “restricted voting rights” or	~~shall be worded “restricted voting rights” or~~
	“limited voting rights”.	~~“limited voting rights”.~~

Article No.	Before amendment	After amendment
Article 47	The general meeting shall be the authority of	The general meeting shall be the authority of
	power of the Company, to lawfully exercise	power of the Company, to lawfully exercise
	the following functions and powers in	the following functions and powers in
	accordance with the laws:	accordance with the laws:
	(1) To decide on the Company’s business	(1) To decide on the Company’s business
	operation guidelines and investment plan;	operation guidelines and investment plan;
	(2) To elect or replace any director not being	(2) To elect or replace any director not being
	a representative of employees, and to	a representative of employees, and to
	determine the remuneration of said director;	determine the remuneration of said director;
	(3) To elect or replace any supervisor not	(3) To elect or replace any supervisor not
	being a representative of employees, and to	being a representative of employees, and to
	determine the remuneration of said	determine the remuneration of said
	supervisor;	supervisor;
	(4) To consider and approve/disapprove the	(4) To consider and approve/disapprove the
	directors’ report;	directors’ report;
	(5) To consider and approve/disapprove the	(5) To consider and approve/disapprove the
	supervisors’ report;	supervisors’ report;
	(6) To consider and approve/disapprove the	(6) To consider and approve/disapprove the
	Company’s annual budget and final accounts	Company’s annual budget and final accounts
	plan;	plan;
	(7) To consider and approve/disapprove the	(7) To consider and approve/disapprove the
	Company’s profit distribution plan and loss	Company’s profit distribution plan and loss
	recovery plan;	recovery plan;
	(8) To make a resolution on the increase or	(8) To make a resolution on the increase or
	decrease of registered capital of the Company;	decrease of registered capital of the Company;
	(9) To make resolutions on the Company’s	(9) To make resolutions on the Company’s
	issue of bonds or other securities and its	issue of bonds or other securities and its
	listing plan;	listing plan;
	(10) To make resolutions on matters such as	(10) To make resolutions on matters such as
	the merger, division, dissolution, liquidation	the merger, division, dissolution, liquidation
	or change of nature of the Company;	or change of nature of the Company;
	(11) To amend the Articles of Association;	(11) To amend the Articles of Association;

Article No.	Before amendment	After amendment
Article 72	The proxy form shall be deposited in the	~~The proxy form shall be deposited in the~~
	domicile of the Company or other place	~~domicile of the Company or other place~~
	specified in the notice of meeting, within 24	~~specified in the notice of meeting, within 24~~
	hours before meeting, or within 24 hours	~~hours before meeting, or within 24 hours~~
	before the voting. If the proxy voting	~~before~~ ~~the~~ ~~voting.~~ If the proxy voting
	authorization letter is signed by other person	authorization letter is signed by other person
	authorized by the appointing shareholder,	authorized by the appointing shareholder,
	such proxy voting authorization letter or other	such proxy voting authorization letter or other
	authorization documents shall be notarized to	authorization documents shall be notarized to
	be effective. The notarized proxy voting	be effective. The notarized proxy voting
	authorization letter or other authorization	authorization letter or other authorization
	documents, together with the proxy form,	documents, together with the proxy form,
	shall be deposited in the Company domicile or	shall be deposited in the Company domicile or
	other place specified in the notice of meeting.	other place specified in the notice of meeting.
	...	...
Addition		Article 75 When a general meeting is held, all
		directors, supervisors and the secretary to the
		Board of Directors of the Company shall
		attend the meeting, and the general manager
		and other senior management shall attend the
		meeting as non-voting delegates.

Article No.	Before amendment	After amendment
Article 82	The caller shall ensure that the minutes of	The caller shall ensure that the minutes of
	meeting are true, accurate and complete, with	meeting are true, accurate and complete, with
	signatures of directors, supervisors, secretary,	signatures of directors, supervisors, secretary,
	the caller or its representative, and the chair of	the caller or its representative, and the chair of
	meeting. The minutes of the meeting shall be	meeting. The minutes of the meeting shall be
	kept at the Company domicile together with	kept at the Company domicile together with
	the signature book of shareholders attending	the signature book of shareholders attending
	the meeting, the proxy forms, and valid	the meeting, the proxy forms, and valid
	information on voting by other means, for a	information on voting by other means, for a
	period of not less than ten (10) years.	period of not less than ten (10) years.
	Shareholders may have access to the	~~Shareholders~~ ~~may~~ ~~have~~ ~~access~~ ~~to~~ ~~the~~
	photocopy of meeting minutes free of charge	~~photocopy of meeting minutes free of charge~~
	during office hours. If any shareholder asks	~~during office hours. If any shareholder asks~~
	the Company for a photocopy of the relevant	~~the Company for a photocopy of the relevant~~
	meeting minutes, the Company shall send the	~~meeting minutes, the Company shall send the~~
	photocopy within seven (7) days after	~~photocopy~~ ~~within~~ ~~seven~~ ~~(7)~~ ~~days~~ ~~after~~
	receiving the reasonable fee.	~~receiving the reasonable fee.~~
Article 85	Matters for resolution	Matters for resolution
	(1) Unless otherwise required hereunder or	(1) Unless otherwise required hereunder or
	under relevant laws or regulations, the	under relevant laws or regulations, the
	following matters may be concerned in an	following matters may be concerned in an
	ordinary resolution of general meeting:	ordinary resolution of general meeting:
	(A) The work report of the Board of Directors	(A) The work report of the Board of Directors
	or the Board of Supervisors;	or the Board of Supervisors;
	(B) The profit distribution plan and loss	(B) The profit distribution plan and loss
	recovery plan contemplated by the Board of	recovery plan contemplated by the Board of
	Directors;	Directors;
	(C) The dismissal of directors or supervisors,	(C) The dismissal of directors or supervisors,
	and their remuneration and payment; (D) The annual budget and final accounts	and their remuneration and payment; (D) The annual budget, ~~and ~~final accounts
	report, balance sheet, income statement and other financial statements of the Company;	report of the Company and annual report of the Company~~, balance sheet, income statement~~
	and	~~and~~ ~~other~~ ~~financial~~ ~~statements~~ ~~of~~ ~~the~~
		~~Company~~; ~~and~~
	(E) Other matters to be validated by a special
	resolution hereunder or under relevant laws or	(E) Other matters to be validated by a special
	regulations.	resolution hereunder or under relevant laws or
		regulations.

Article No.	Before amendment	After amendment
Article 88	The list of director candidates or supervisor	The list of director candidates or supervisor
	candidates shall be submitted as motions to	candidates shall be submitted as motions to
	the general meeting for voting.	the general meeting for voting.
	The director candidates or supervisor	The director candidates or supervisor
	candidates shall be nominated in the following	candidates shall be nominated in the following
	manners and procedures:	manners and procedures:
	(1) The current Board of Directors, or the	(1) The current Board of Directors, or the
	shareholder(s) individually or jointly holding	shareholder(s) individually or jointly holding
	at least 3% shares of the Company for 365	at least 3% shares of the Company for 365
	days or longer, may nominate a list of director	days or longer, may nominate a list of director
	candidates (excluding independent non-	candidates (excluding independent non-
	executive directors) or additional director	executive directors) or additional director
	candidates (not more than the number of	candidates (not more than the number of
	directors or supervisors to be elected) to the	directors or supervisors to be elected) to the
	next term of Board of Directors, while the	next term of Board of Directors, while the
	current Board of Directors will review the	current Board of Directors will review the
	qualifications, and if the candidates meet the	qualifications, and if the candidates meet the
	qualifications, the Board of Directors will	qualifications, the Board of Directors will
	submit the list to the general meeting for	submit the list to the general meeting for
	voting.	voting.
	(2) The current Board of Directors, or the	(2) The current Board of Directors, or the
	shareholder(s) individually or jointly holding	shareholder(s) individually or jointly holding
	at least 3% shares of the Company for 365	at least 3% shares of the Company for 365
	days or longer, may nominate a list of	days or longer, may nominate a list of
	supervisor candidates or additional supervisor	supervisor candidates or additional supervisor
	candidates (not being employee	candidates (not being employee
	representatives) to the next term of Board of	representatives) to the next term of Board of
	Supervisors, while the current Board of	Supervisors, while the current Board of
	Supervisors will review the qualifications,	Supervisors will review the qualifications,
	and if the candidates meet the qualifications,	and if the candidates meet the qualifications,
	the Board of Supervisors will submit the list	the Board of Supervisors will submit the list
	to the general meeting for voting. The	to the general meeting for voting. The
	supervisors being employee representatives	supervisors being employee representatives
	will be elected at employee representatives	will be elected at employee representatives
	conference, and directly join the Board of	conference, and directly join the Board of
	Supervisors.	Supervisors.

Article No.	Before amendment	After amendment
Article 94	Before voting at general meeting, two	Before voting at general meeting, two
	shareholder representatives shall be appointed	shareholder representatives shall be appointed
	to be counter and scrutineer respectively. If a	to be counter and scrutineer respectively. If a
	shareholder is interested in the subject matter,	shareholder is interested in the subject matter,
	such shareholder or its proxy shall not be	such shareholder or its proxy shall not be
	appointed as counter or scrutineer.	appointed as counter or scrutineer.
	In a voting at general meeting, shareholder	In a voting at general meeting, shareholder
	representatives and supervisor representatives	representatives and supervisor representatives
	shall jointly count and scrutinize the votes,	shall jointly count and scrutinize the votes,
	and publish the voting results on site. The	and publish the voting results on site. The
	voting results will be included in the minutes	voting results will be included in the minutes
	of meeting. If there are any other provisions	of meeting. If there are any other provisions
	for the method of counting and scrutinizing	for the method of counting and scrutinizing
	the votes under relevant laws, regulations or	the votes under relevant laws, regulations or
	other normative documents, as well as the	other normative documents, as well as the
	rules of the securities regulatory authorities	~~rules of the securities regulatory authorities~~
	and the stock exchange(s) where the Company’s shares are listed, such provisions	~~and the stock exchange(s)~~governing rules of the places where the Company’s shares are
	shall prevail.	listed, such provisions shall prevail.
Article 95	The ending time of general meeting on site	The ending time of general meeting on site
	shall not be earlier than that by other means,	shall not be earlier than that by other means,
	where the chair of meeting shall announce the	where the chair of meeting shall announce the
	voting status and results of every motion, and	voting status and results of every motion, and
	announce whether the motion is passed or not	announce whether the motion is passed or not
	according to the voting results.	according to the voting results.
	The chair of meeting shall decide whether a	~~The chair of meeting shall decide whether a~~
	resolution is passed or not at the general	~~resolution is passed or not at the general~~
	meeting. The decision is the final, conclusive	~~meeting. The decision is the final, conclusive~~
	decision, and shall be published on site and	~~decision, and shall be published on site and~~
	recorded in the minutes of meeting.	~~recorded in the minutes of meeting.~~
	Before publishing the voting results officially,	Before publishing the voting results officially,
	the Company, the counter, the scrutineer,	the Company, the counter, the scrutineer,
	significant shareholders and other	significant shareholders and other
	stakeholders at the general meeting on site or	stakeholders at the general meeting on site or
	by other means shall be liable for the	by other means shall be liable for the
	confidentiality of such voting.	confidentiality of such voting.

Article No.	Before amendment	After amendment
Article 146	The Board of Supervisors shall be responsible	The Board of Supervisors shall be responsible
	for and report to the general meeting, and	for and report to the general meeting, and
	shall exercise the powers to:	shall exercise the powers to:
	(1) Review the periodic reports prepared by	(1) Review the periodic reports prepared by
	the Board of Directors and give written review	the Board of Directors and give written review
	opinions;	opinions;
	(2) Check the Company’s finances;	(2) Check the Company’s finances;
	(3) Supervise the performance of directors and	(3) Supervise the performance of directors and
	senior management, and propose the removal	senior management, and propose the removal
	of a director or senior management who	of a director or senior management who
	violates the laws, regulations, the Articles of	violates the laws, regulations, the Articles of
	Association or the resolutions of the general	Association or the resolutions of the general
	meeting;	meeting;
	(4) Require the director or supervisor to make	(4) Require the director or supervisor to make
	corrections who acts against the interests of	corrections who acts against the interests of
	the Company;	the Company;
	(5) Propose an extraordinary general meeting,	(5) Propose an extraordinary general meeting,
	call and chair the general meeting when the	call and chair the general meeting when the
	Board of Directors fails to perform the duties	Board of Directors fails to perform the duties
	of calling or chairing the general meeting	of calling or chairing the general meeting
	under the Company Law;	under the Company Law;
	(6) Put forward motions to the general	(6) Put forward motions to the general
	meeting;	meeting;
	(7) Institute legal proceedings against a	(7) Institute legal proceedings against a
	director or senior management in accordance	director or senior management in accordance
	with the Company Law;	with the Company Law;
	(8) Check the financial report, business	~~(8) Check the financial report, business~~
	report, profit distribution plan and other	~~report, profit distribution plan and other~~
	financial information that the Board of	~~financial~~ ~~information~~ ~~that~~ ~~the~~ ~~Board~~ ~~of~~
	Directors intends to submit to the general	~~Directors intends to submit to the general~~
	meeting, and if any doubt is found, engage a	~~meeting, and if any doubt is found, engage a~~
	certified public accountant or a practicing	~~certified public accountant or a practicing~~
	auditor in the name of the Company, to assist	~~auditor in the name of the Company, to assist~~
	in the review;	~~in the review;~~
		(~~9~~8) Conduct an investigation to any abnormality found in the Company’s business
		operation; if necessary, may engage an
		accountant firm, a law firm and other
		professional agencies to assist its work, at the
		expenses of the Company; and

Article No.	Before amendment	After amendment
Deletion	The above notice period may be waived by the
	Board of Supervisors the case may be. Any
	supervisor present at the meeting without
	objecting to its non- receipt of notice before
	or at the beginning of the meeting shall be
	deemed to have received the notice of
	meeting.
Article 149	The resolution of the Board of Supervisors	The resolution of the Board of Supervisors
	shall be voted on the basis of one person, one	shall be voted on the basis of one person, one
	vote.	vote.
	A resolution of the Board of Supervisors shall	A resolution of the Board of Supervisors shall
	be validated by more than two thirds (2/3) of the supervisors.	be validated by ~~more than two thirds (2/3) ~~a majority of the supervisors.
Article 155	A person in any of the following events shall	A person in any of the following events shall
	not serve as director, supervisor, general	not serve as director, supervisor,	general
	manager or other senior management of the	manager or other senior management of the
	Company:	Company:
	(1) Incapacity for civil conduct or limited	(1) Incapacity for civil conduct or	limited
	capacity for civil conduct;	capacity for civil conduct;
	(2) Not more than five (5) years after expiry	(2) Not more than five (5) years after expiry
	of the sentence to a criminal penalty for	of the sentence to a criminal penalty for
	corruption, bribery, embezzlement,	corruption, bribery, embezzlement,
	misappropriation of properties or disrupting	misappropriation of properties or disrupting
	the order of the socialist market economy; or	the order of the socialist market economy; or
	not more than five (5) years after expiry of the	not more than five (5) years after expiry of the
	deprivation of political rights due to a crime;	deprivation of political rights due to a crime;
	(3) Not more than three (3) years after the	(3) Not more than three (3) years after the
	bankruptcy, liquidation or winding up of a	bankruptcy, liquidation or winding up of a
	company or enterprise in which it served as	company or enterprise in which it served as
	director or factory director or manager, and is	director or factory director or manager, and is
	personally liable for the bankruptcy of such	personally liable for the bankruptcy	of such
	company or enterprise;	company or enterprise;
	(4) Not more than three (3) years after the	(4) Not more than three (3) years after the
	business license revocation of a company or	business license revocation of a company or
	enterprise (that is ordered to wind up, whose	enterprise (that is ordered to wind up, whose
	business license is thus revoked) in which it	business license is thus revoked) in which it
	served as the legal representative and is	served as the legal representative	and is
	personally liable for such revocation;	personally liable for such revocation;
	(5) Individual debts in a considerable amount	(5) Individual debts in a considerable	amount
	not repaid upon maturity;	not repaid upon maturity;
	(6) Punished by the securities regulatory	(6) Punished by the securities regulatory
	authorities by the State Council, prohibited	authorities by the State Council, prohibited
	from entry into securities market, with the	from entry into securities market, with the
	time limit not expired;	time limit not expired; or
	(7) Outstanding case under investigation for	(7) ~~Outstanding case under investigation for~~
	violating the criminal law;	~~violating the criminal law;~~

Article No.	Before amendment	After amendment
Article 162	The Company shall enter into a written	The Company shall enter into a written
	contract with each director, supervisor,	contract with each director, supervisor,
	general manager and other senior	general manager and other senior
	management, which shall at least include the	management, which shall at least include the
	following provisions:	following provisions:
	(1) Every director, supervisor, general	(1) Every director, supervisor, general
	manager or other senior management shall	manager or other senior management shall
	represent to the Company that it will follow	represent to the Company that it will follow
	the Company Law, the Special Provisions, the	the Company Law,~~the Special Provisions,~~the
	Articles of Association, the Code on	Articles of Association, the Code on
	Takeovers and Mergers and Share	Takeovers and Mergers and Share
	Repurchases, among other rules stipulated by	Repurchases, among other rules stipulated by
	the Hong Kong Stock Exchange, and agree	the Hong Kong Stock Exchange, and agree
	that the Company will enjoy the remedies	that the Company will enjoy the remedies
	hereunder, and that neither this contract nor	hereunder, and that neither this contract nor
	his/her position shall be assigned;	his/her position shall be assigned;
	(2) Every director, supervisor, general	(2) Every director, supervisor, general
	manager or other senior management shall	manager or other senior management shall
	represent to the Company that it will follow	represent to the Company that it will follow
	and perform its responsibilities to	and perform its responsibilities to
	shareholders as required herein;	shareholders as required herein;
	(3) Arbitration clauses contained herein or in	~~(3) Arbitration clauses contained herein or in~~
	the Hong Kong Listing Rules.	~~the Hong Kong Listing Rules.~~
Article 164	A financial year for the Company is the	A financial year for the Company is the
	Gregorian calendar year, that is, from 1	Gregorian calendar year, that is, from 1
	January to 31 December of the Gregorian	January to 31 December of the Gregorian
	calendar. The Company shall prepare the	calendar. The Company shall timely prepare
	annual report within 120 days from the end of	the annual report ~~within 120 days ~~from the
	each financial year.	end of each financial year in accordance with
		the requirements of relevant laws, regulations
	The above reports are prepared in accordance	and regulatory rules of the place where the
	with relevant laws and regulations.	shares are listed.
		~~The above reports are prepared in accordance~~
		~~with relevant laws and regulations.~~

Article No.	Before amendment	After amendment
Article 165	The Board of Directors shall, at each annual	The Board of Directors shall, at each annual
	general meeting, submit to the financial	general meeting, submit to the financial
	reports prepared by the Company as required	reports prepared by the Company as required
	by relevant laws, regulations, normative	by relevant laws, regulations, normative
	documents issued by local governments and	documents issued by local governments and
	competent authorities.	competent authorities, and the regulatory
		rules of the place where the Company’s shares
		are listed.
Article 166	The annual report shall be deposited with the	The annual report shall be deposited with the
	Company twenty (20) days before the general	Company twenty (20) days before the general
	meeting, for shareholders to consult. Every	meeting, for shareholders to consult. Every
	shareholder may have access to the financial	shareholder may have access to the financial
	reports mentioned in this chapter.	reports mentioned in this chapter.
	Unless otherwise required by relevant laws,	Unless otherwise required by relevant laws,
	regulations, local listing rules, and the	regulations, local listing rules, and the
	Articles of Association, the Company shall, at	Articles of Association, the Company shall, at
	least twenty one (21) days before the annual	least twenty one (21) days before the annual
	general meeting, submit the aforementioned	general meeting, submit the aforementioned
	financial report or the directors’ report	financial report ~~or~~ ~~the~~ ~~directors’ report~~
	together with the balance sheet (including	~~together with the balance sheet (including~~
	each document to be attached at law) and	~~each document to be attached at law) and~~
	profit statement or income statement, or	~~profit statement or income statement, or~~
	financial summary report, delivered or mailed	~~financial summary report~~, delivered or mailed
	to each holder of overseas listed foreign	to each holder of overseas listed foreign
	shares, postage prepaid, addressed to the	shares, postage prepaid, addressed to the
	recipients as listed in the register of	recipients as listed in the register of
	shareholders. Subject to relevant laws,	shareholders. Subject to relevant laws,
	regulations, and local listing rules, the	regulations, and local listing rules, the
	Company may make announcements (i.e.	Company may make announcements (i.e.
	posting on the official website of the	posting on the official website of the
	Company).	Company).

	Article	No.	Before amendment	After amendment
			If the accountant firm proposes to resign, it	If the accountant firm proposes to resign, it
			shall explain to the general meeting whether	shall explain to the general meeting whether
			the Company has any inappropriate	the Company has any inappropriate
			circumstances. The accountant firm may	circumstances. ~~The~~ ~~accountant~~ ~~firm~~ ~~may~~
			resign by placing a written notice of	~~resign~~ ~~by~~ ~~placing~~ ~~a~~ ~~written~~ ~~notice~~ ~~of~~
			resignation at the Company’s legal address.	~~resignation at the Company’s legal address.~~
			The notice is effective on the date it is placed	~~The notice is effective on the date it is placed~~
			at the Company’s legal address or on the later	~~at the Company’s legal address or on the later~~
			date specified in the notice. The notice shall	~~date specified in the notice. The notice shall~~
			include the following statements:	~~include the following statements:~~
			(1) a statement that its resignation does not	~~(1) a statement that its resignation does not~~
			involve any situation to be explained to the	~~involve any situation to be explained to the~~
			shareholders or creditors of the Company; or	~~shareholders or creditors of the Company; or~~
			(2) Any statement to describe the situation.	~~(2) Any statement to describe the situation.~~
			Within fourteen (14) days from receipt of said	~~Within fourteen (14) days from receipt of said~~
			written notice, the Company shall send a copy	~~written notice, the Company shall send a copy~~
			of the notice to the relevant competent	~~of the notice to the relevant competent~~
			authority. If the notice contains the 2	~~authority.~~ ~~If~~ ~~the~~ ~~notice~~ ~~contains~~ ~~the~~ ~~2~~
			statements mentioned in the preceding	~~statements~~ ~~mentioned~~ ~~in~~ ~~the~~ ~~preceding~~
			paragraph, the Company shall keep a copy of	~~paragraph, the Company shall keep a copy of~~
			the statement at the Company for	~~the~~ ~~statement~~ ~~at~~ ~~the~~ ~~Company~~ ~~for~~
			shareholders’ inspection. the Company shall	~~shareholders’ inspection. the Company shall~~
			also send a copy of said statement to each	~~also send a copy of said statement to each~~
			holder of overseas listed foreign shares by	~~holder of overseas listed foreign shares by~~
			prepaid mail, addressed to the recipient listed	~~prepaid mail, addressed to the recipient listed~~
			in the register of shareholders.	~~in the register of shareholders.~~
			If the resignation notice of the accountant firm	~~If the resignation notice of the accountant firm~~
			contains any statement supposed to describe	~~contains any statement supposed to describe~~
			the situation, the accountant firm may request	~~the situation, the accountant firm may request~~
			the Board of Directors to call an extraordinary	~~the Board of Directors to call an extraordinary~~
			general meeting to hear its explanation on	~~general meeting to hear its explanation on~~
			resignation.	~~resignation.~~

AI assistant

Jiangsu Recbio Technology Co., Ltd. — Proxy Solicitation & Information Statement 2023

50426_rns_2023-09-05_85531563-dd41-4a3a-8469-0611612b8407.pdf

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

(Stock code: 2179)

AMENDMENTS TO THE ARTICLES OF ASSOCIATION GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE ADDITIONAL SHARES OF THE COMPANY NOTICE OF EXTRAORDINARY GENERAL MEETING AND NOTICE OF H SHARE CLASS MEETING

CONTENTS

DEFINITIONS

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

AMENDMENTS TO THE ARTICLES OF ASSOCIATION GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE ADDITIONAL SHARES OF THE COMPANY NOTICE OF EXTRAORDINARY GENERAL MEETING AND NOTICE OF H SHARE CLASS MEETING

I. INTRODUCTION

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

1. Resolution on the Amendments to the Articles of Association

2. Resolution on the Grant of General Mandate to the Board to Issue Additional Shares of the Company

LETTER FROM THE BOARD

(1) General Mandate to Issue Shares

(2) Related Authorization

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

Comparison Table of the Amendments to the Articles of Association

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS

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 RESOLUTION

NOTICE OF H SHARE CLASS MEETING

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Jiangsu Recbio Technology Co., Ltd. Proxy Solicitation & Information Statement 2023