THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

Jiangxi Rimag Group Co., Ltd.
江西一脈陽光集團股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2522)

(1) PROPOSED DISSOLUTION OF THE BOARD OF SUPERVISORS
AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND ITS APPENDICES;
AND
(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

The Company will convene the EGM by way of a virtual meeting online at 10:00 a.m. on Tuesday, January 13, 2026. The notice of the EGM is set out on pages EGM-1 to EGM-2 of this circular. The form of proxy for use at the EGM is published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.rimag.com.cn/).

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the form of proxy of the EGM in accordance with the instructions stated thereon to the Company's H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company, not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 10:00 a.m. on Monday, January 12, 2026) or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meeting thereof if they so wish.

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

December 23, 2025

CONTENTS

Page

Definitions... 1
Letter from the Board... 3
Appendix I Details of the Proposed Amendments to the Articles of
Association and its Appendices... I-1
Notice of Extraordinary General Meeting... EGM-1

DEFINITIONS

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

"Appendices"
the appendices to the Articles of Association, including the Rules of Procedure for Shareholders' General Meetings and the Rules of Procedure for Meetings of the Board

"Articles of Association"
the articles of association of the Company

"Board"
the board of Directors of the Company

"Board of Supervisors"
the board of supervisors of the Company

"China" or "PRC"
the People's Republic of China, which for the purpose of this circular and for geographical reference only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Company" or "our Company"
Jiangxi Rimag Group Co., Ltd. (江西一脈陽光集團股份有限公司), a joint stock company with limited liability established in the PRC and the H Shares of which are listed on the Stock Exchange (stock code: 2522)

"Director(s)"
the director(s) of the Company

"EGM"
the extraordinary general meeting of the Company to be held by way of a virtual meeting online at 10:00 a.m. on Tuesday, January 13, 2026

"H Share(s)"
overseas listed foreign ordinary share(s) in the share capital of our Company with nominal value of RMB1.00 each, which are listed and traded on the Stock Exchange

"H Share Registrar"
Tricor Investor Services Limited

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

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

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

DEFINITIONS

"RMB" or "Renminbi" Renminbi, the lawful currency of the PRC

"Share(s)" ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each

"Shareholder(s)" holder(s) of the Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"%" per cent

LETTER FROM THE BOARD

RIMAG

一脉阳光医学影像

Jiangxi Rimag Group Co., Ltd.

江西一脈陽光集團股份有限公司

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

(Stock Code: 2522)

Executive Directors

Mr. CHEN Zhaoyang (陳朝陽先生) (Chairman)

Ms. HE Yingfei (何英飛女士)

Mr. FENG Xie (馮勰先生)

Mr. LI Feiyu (李飛宇先生)

Non-executive Directors

Mr. LIU Senlin (劉森林先生)

Mr. GUO Tao (郭濤先生)

Independent Non-executive Directors

Mr. WU Xiaohui (吳曉輝先生)

Mr. LUO Yi (羅毅先生)

Ms. CHEN Yifei (陳伊菲女士)

Registered Office

Room 1002, 10th Floor, 10# Building

Public R&D Centre

Xinqi Zhoudong Avenue South

Chinese Medicine Science and Technology

Innovation City

Ganjiang New District

Jiangxi Province, China

Head Office and Principal Place of

Business in China

Building 2, 2 Minzuyuan

Minzuyuan Road

Chaoyang District

Beijing, China

Principal Place of Business in Hong Kong

40/F, Dah Sing Financial Centre

No. 248 Queen's Road East

Wanchai

Hong Kong

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED DISSOLUTION OF THE BOARD OF SUPERVISORS

AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND ITS APPENDICES;

AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

This circular is intended to provide you with the notice of the EGM and further information in relation to the proposed dissolution of the Board of Supervisors and amendments to the Articles of Association and its Appendices, to enable you to make an informed decision on the resolution to be presented at the EGM.

LETTER FROM THE BOARD

II. PROPOSED DISSOLUTION OF THE BOARD OF SUPERVISORS AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Reference is made to the announcement of the Company dated December 8, 2025 in relation to, among other things, the proposed dissolution of the Board of Supervisors and amendments to the Articles of Association and its Appendices.

In order to further improve corporate governance and in accordance with the PRC Company Law, the Guidelines for Articles of Association of Listed Companies and other relevant laws and regulations, rules and regulatory documents, the Company proposes to dissolve the Board of Supervisors and abolish the Rules of Procedure for Meetings of the Board of Supervisors of Jiangxi Rimag Group Co., Ltd. The powers and functions of the Board of Supervisors shall be exercised by the audit committee of the Board, and provisions involving the Board of Supervisors and supervisors in various rules and regulations of the Company shall no longer apply. Meanwhile, the Company proposes to amend the Articles of Association and its Appendices. Upon the amended Articles of Association taking effect, the current members of the Board of Supervisors shall cease to hold office as supervisors and related positions in the Board of Supervisors.

The resolution on proposed dissolution of the Board of Supervisors and amendments to the Articles of Association and its Appendices has been considered and approved by the Board and is hereby submitted to the EGM for consideration by way of a special resolution. Meanwhile, it is proposed that the EGM authorizes the Board and its authorized persons to handle the registration and filing procedures with the relevant market regulation administration regarding the amendments to the Articles of Association. The changes shall be subject to the final version approved by the relevant market supervision and administration department.

Shareholders should be aware that the Articles of Association and its Appendices are written in Chinese. In the event of discrepancies between the Chinese version and the English translation of the Articles of Association and its Appendices, the Chinese version shall prevail.

Details of the proposed amendments to the Articles of Association and its Appendices are set out in Appendix I to this circular.

III. CLOSURE OF REGISTER OF MEMBERS

For the purpose of ascertaining the Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, January 8, 2026 to Tuesday, January 13, 2026, both dates inclusive, during which period no transfers of Shares of the Company will be effected. Shareholders whose names appear on the register of members of the Company on Tuesday, January 13, 2026 shall be entitled to attend and vote at the EGM. In order to qualify to attend and vote at the EGM, all transfer instruments accompanied by the relevant share certificates must be lodged with the Company's H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Wednesday, January 7, 2026.

LETTER FROM THE BOARD

IV. VOTING

To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, save for Mr. Wang Shihe and Mr. Gu Junjun, each of whom entered into an irrevocable undertaking of renunciation of voting rights on April 21, 2023 pursuant to which each of them irrevocably and unconditionally renounces any voting rights attached to Shares held by them on all matters submitted to a vote of Shareholders of the Company at any meeting of Shareholders, as disclosed in the Company’s prospectus dated May 30, 2024, no Shareholder will be required to abstain from voting at the EGM.

According to Rule 13.39(4) of the Listing Rules, apart from certain exceptions, any vote of Shareholders at a general meeting must be taken by poll.

On a poll, every Shareholder present in person or by proxy (or being a corporation by its duly authorized representative) shall have one vote for each Share registered in his/her/its name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it has in the same manner.

V. RECOMMENDATION

The Directors are of the view that the proposed resolution at the EGM is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

By order of the Board

Jiangxi Rimag Group Co., Ltd.

江西一脈陽光集團股份有限公司

Mr. CHEN Zhaoyang

Chairman of the Board, Executive Director and

Chief Executive Officer

APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Details of amendments to the Articles of Association and its Appendices are set out as following:

Original Articles of Association	Amended Articles of Association
Article 1 The Articles of Association are formulated with reference to the actual situation of the Company pursuant to the Company Law of the People’s Republic of China (hereinafter as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter as the “Securities Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Guidelines for Articles of Association of Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter as the “Hong Kong Listing Rules”), and other laws, regulations, departmental rules, normative documents and relevant requirements of the securities regulatory authorities of the place where the Company’s shares are listed in order to protect the legitimate rights and interests of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Company”) and shareholders, employees and creditors thereof and regulate the organization and behavior of the Company.	Article 1 The Articles of Association are formulated with reference to the actual situation of the Company pursuant to the Company Law of the People’s Republic of China (hereinafter as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter as the “Securities Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Guidelines for Articles of Association of Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter as the “Hong Kong Listing Rules”), and other laws, regulations, departmental rules, normative documents and relevant requirements of the securities regulatory authorities of the place where the Company’s shares are listed in order to protect the legitimate rights and interests of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Company”) and shareholders, employees and creditors thereof and regulate the organization and behavior of the Company.

Original Articles of Association

Amended Articles of Association

Article 1 The Articles of Association are formulated with reference to the actual situation of the Company pursuant to the Company Law of the People’s Republic of China (hereinafter as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter as the “Securities Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Guidelines for Articles of Association of Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter as the “Hong Kong Listing Rules”), and other laws, regulations, departmental rules, normative documents and relevant requirements of the securities regulatory authorities of the place where the Company’s shares are listed in order to protect the legitimate rights and interests of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Company”) and shareholders, employees and creditors thereof and regulate the organization and behavior of the Company.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
Article 10 From the effective date of the Articles of Association, the Articles of Association shall become a legally binding document which regulates the Company’s organization and acts, the rights and obligations between the Company and shareholders, and amongst the shareholders, and a legally binding document for the Company, shareholders, directors, supervisors and senior management. According to the Articles of Association, the shareholders can sue the other shareholders. The shareholders can sue the Company’s directors, supervisors, the general manager and other senior management. The shareholders can sue the Company. The Company can sue the shareholders, directors, supervisors, the general manager and other senior management.	Article 10 From the effective date of the Articles of Association, the Articles of Association shall become a legally binding document which regulates the Company’s organization and acts, the rights and obligations between the Company and shareholders, and amongst the shareholders, and ashall be legally binding document for upon the Company, shareholders, directors, supervisors and senior management. According to the Articles of Association, the shareholders can sue the other shareholders. The shareholders can sue the Company’s directors, supervisors, the general manager and other senior management. The shareholders can sue the Company. The Company can sue the shareholders, directors, supervisors, the general manager and other senior management.
Article 19 The registered capital of the Company was RMB97,055,469 upon establishment. The total number of shares of the Company was 97,055,469 shares, all of which were ordinary shares. The names of the promoters of the Company, number of shares subscribed, means of capital contributions and time of capital contributions upon its establishment are as follows in the table:	Article 19 The registered capital of the Company was RMB97,055,469 upon establishment. The total number of shares of the Company was 97,055,469 shares, all of which were ordinary shares. The names of the promoters of the Company, number of shares subscribed, means of capital contributions and time of capital contributions upon its establishment are as follows in the table:
…Nanchang Rimag Sunshine Enterprise Management Center (Limited Partnership) (南昌一脈陽光企業管理中心(有限合夥))... Shanghai Liying Investment Management Center (Limited Partnership) (上海立贏投資管理中心(有限合夥))…	…Jiangxi Ganjiang New Area Rimag Enterprise Management Center (Limited Partnership) (江西贛江新區一脈陽光企業管理中心(有限合夥)) (formerly known as Nanchang Rimag Sunshine Enterprise Management Center (Limited Partnership) (南昌一脈陽光企業管理中心(有限合夥)))... Shanghai Liying Investment Management Center (Limited Partnership) (上海立贏投資管理中心(有限合夥)) (deregistered)…

I-2 -

APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
Article 22 According to operational and development needs, the Company may, according to the law and regulations, increase its capital in the following ways, subject to resolutions adopted by the general meeting:
(1) Issuing shares publicly;
(2) Issuing shares non-publicly;
(3) Allotting or delivering new shares to existing shareholders;
(4) Converting the reserve funds into share capital;
(5) Other means prescribed by the law, administrative regulations and approved by the CSRC and Hong Kong Stock Exchange.	Article 22 According to operational and development needs, the Company may, according to the law and regulations, increase its capital in the following ways, subject to resolutions adopted by the general meeting:
(1) Issuing shares publicly to unspecified targets;
(2) Issuing shares non-publicly to specified targets;
(3) Allotting or delivering new shares to existing shareholders;
(4) Converting the reserve funds into share capital;
(5) Other means prescribed by the law, administrative regulations and approved by the CSRC and Hong Kong Stock Exchange.
Article 33 Holders of shares of the Company shall enjoy the following rights:
(1) To receive dividends and other profit distributions on the basis of the number of shares held by them;
(2) To request, convene, hold, participate or send proxy to attend general meeting and speak at the general meeting, and exercise corresponding voting rights in accordance with the law;
(3) To monitor, make suggestions or question the Company’s operation;	Article 33 Holders of shares of the Company shall enjoy the following rights:
(1) To receive dividends and other profit distributions on the basis of the number of shares held by them;
(2) To request the holding of, convene, hold, participate or send proxy to attend general meeting and speak at the general meeting, and exercise corresponding voting rights in accordance with the law;
(3) To monitor, make suggestions or question the Company’s operation;

– I-3 –

APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
(4) To transfer, donate or pledge shares in his/her possession in accordance with the law, administrative regulations, as well as provisions of the Articles of Association;	(4) To transfer, donate or pledge shares in his/her possession in accordance with the law, administrative regulations, as well as provisions of the Articles of Association;
(5) To inspect, reproduce the Articles of Association, register of shareholders, minutes of general meetings, resolutions of the Board meetings, resolutions of the meetings of the board of supervisors and financial and accounting reports;	(5) To inspect, reproduce the Articles of Association, register of shareholders, minutes of general meetings, resolutions of the Board meetings, resolutions of the meetings of the board of supervisors and financial and accounting reports, Eligible shareholders may also inspect the accounting books and accounting vouchers of the Company;
(6) When the Company terminates or liquidates, receive his/her share of remaining assets of the Company according to the shares held;	(6) When the Company terminates or liquidates, receive his/her share of remaining assets of the Company according to the shares held;
(7) If a shareholder dissents from the merger or demerger of the Company at a general meeting, he/she may request the Company to buy back his/her shares;	(7) If a shareholder dissents from the merger or demerger of the Company at a general meeting, he/she may request the Company to buy back his/her shares;
(8) Other rights under the law, administrative regulations, departmental rules, the Hong Kong Listing Rules or the Articles of Association.	(8) Other rights under the law, administrative regulations, departmental rules, the Hong Kong Listing Rules or the Articles of Association.

– I-4 –

APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
Article 36 If a director or senior management contravenes the law, administrative regulations or the Articles of Association when carrying out his duties resulting in losses to the Company, shareholders individually or together holding 1% or more of the shares for 180 days continuously may request the board of supervisors in writing to commence litigation in the court. If the board of supervisors contravenes the law, administrative regulations or the Articles of Association when carrying out its duties and results in losses to the Company, the shareholders may request the Board in writing to commence litigation at the court.

Original Articles of Association

Amended Articles of Association

Article 36 If a director or senior management contravenes the law, administrative regulations or the Articles of Association when carrying out his duties resulting in losses to the Company, shareholders individually or together holding 1% or more of the shares for 180 days continuously may request the board of supervisors in writing to commence litigation in the court. If the board of supervisors contravenes the law, administrative regulations or the Articles of Association when carrying out its duties and results in losses to the Company, the shareholders may request the Board in writing to commence litigation at the court.

If the board of supervisors or Board refuses to commence litigation upon receipt of the shareholder's written request under the preceding paragraph, or does not commence litigation within 30 days upon receipt of the request, or the situation is so urgent that without an immediate litigation it will cause irreparable losses to the Company, the shareholders so entitled under the previous paragraph may commence litigation directly at the court under their own names for the interest of the Company. | Article 36 If a director or senior management (other than members of the Audit Committee) contravenes the law, administrative regulations or the Articles of Association when carrying out his duties resulting in losses to the Company, shareholders individually or together holding 1% or more of the shares for 180 days continuously may request the board of supervisors Audit Committee in writing to commence litigation in the court. If the board of supervisors Audit Committee contravenes the law, administrative regulations or the Articles of Association when carrying out its duties and results in losses to the Company, the shareholders may request the Board in writing to commence litigation at the court.

If the board of supervisors Audit Committee or Board refuses to commence litigation upon receipt of the shareholder's written request under the preceding paragraph, or does not commence litigation within 30 days upon receipt of the request, or the situation is so urgent that without an immediate litigation it will cause irreparable losses to the Company, the shareholders so entitled under the previous paragraph may commence litigation directly at the court under their own names for the interest of the Company. |

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
If any person intervenes with the lawful interests of the Company and result in losses suffered by the Company, a shareholder so entitled under the first paragraph may commence litigation at the court in accordance with the two preceding paragraphs.	If any person intervenes with the lawful interests of the Company and result in losses suffered by the Company, a shareholder so entitled under the first paragraph may commence litigation at the court in accordance with the two preceding paragraphs.

In cases where any director, or senior management of a wholly-owned subsidiary of the Company are involved in any of the circumstances set forth in the preceding paragraph, or the lawful rights and interests of the wholly-owned subsidiary of the Company are infringed by any other person, resulting in any losses, any shareholder individually or shareholders collectively holding 1% or more of the shares of the Company for 180 or more consecutive days, may, in accordance with the three preceding paragraphs, make a written request to supervisors/the board of supervisors/the audit committee or the board of directors of the wholly-owned subsidiary to commence litigation at the people’s court, or directly commence litigation under their own name at the people’s court. |

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
Article 42 The general meeting shall be the organ of authority of the Company and shall exercise the following functions and powers according to law:	Article 42 The general meeting shall be the organ of authority of the Company and shall exercise the following functions and powers according to law:
(1) Elect and replace directors and supervisors. Make decisions on matters in relation to the remuneration of the directors and supervisors;	(1) Elect and replace directors and supervisors. Make decisions on matters in relation to the remuneration of the directors and supervisors;
(2) Review and approve the reports of the Board;	(2) Review and approve the reports of the Board;
(3) Review and approve the reports of the board of supervisors;	(3) Review and approve the reports of the board of supervisors;
(4) Review and approve the profit distribution plan and loss compensation plan of the Company;	(43) Review and approve the profit distribution plan and loss compensation plan of the Company;
(5) Decide on increasing or reducing the registered capital of the Company;	(54) Decide on increasing or reducing the registered capital of the Company;
(6) Decide on the issue of corporate bonds or other securities and listing scheme of the Company;	(65) Decide on the issue of corporate bonds or other securities and listing scheme of the Company;
(7) Decide on issues such as merger, division, dissolution, liquidation and change of form of the Company;	(76) Decide on issues such as merger, division, dissolution, liquidation and change of form of the Company;
(8) Amend the Articles of Association;	(87) Amend the Articles of Association;
(9) Decide on the engagement, dismissal or non-renewal of the accounting firm of the Company;	(98) Decide on the engagement, dismissal or non-renewal of the accounting firm of the Company;

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
(10) Review and approve the guarantee issues as prescribed in Article 43;	(109) Review and approve the guarantee issues as prescribed in Article 43;
(11) Consider the purchase or disposal of substantial assets of the Company with an amount exceeding 30% of audited total assets in the latest accounting year of the Company within one year;	(1110) Consider the purchase or disposal of substantial assets of the Company with an amount exceeding 30% of audited total assets in the latest accounting year of the Company within one year;
(12) Consider and approve any change in the use of proceeds;	(1211) Consider and approve any change in the use of proceeds;
(13) Review share incentive schemes and employee share ownership plans;	(1312) Review share incentive schemes and employee share ownership plans;
(14) Consider other matters required to be approved or resolved at the general meeting under the laws, administrative regulations, departmental rules, the Hong Kong Listing Rules and other securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association.	(1413) Consider other matters required to be approved or resolved at the general meeting under the laws, administrative regulations, departmental rules, the Hong Kong Listing Rules and other securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association.
The Board may be authorized by the shareholders’ general meeting to adopt resolutions on the issuance of corporate bonds. Shares, corporate bonds convertible into shares and asset securitisation products may be issued by a resolution of the shareholders’ general meeting or by a resolution of the Board as authorized by the Articles of Association or the shareholders’ general meeting, the specific implementation of which shall comply with the laws, administrative regulations and the provisions of the CSRC and the stock exchanges.	The Board may be authorized by the shareholders’ general meeting to adopt resolutions on the issuance of corporate bonds. Shares, corporate bonds convertible into shares and asset securitisation products may be issued by a resolution of the shareholders’ general meeting or by a resolution of the Board as authorized by the Articles of Association or the shareholders’ general meeting, the specific implementation of which shall comply with the laws, administrative regulations and the provisions of the CSRC and the stock exchanges.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
Article 48 Independent directors are entitled to propose an extraordinary general meeting to the Board. Concerning the above request, the Board shall, in accordance with the law, administrative regulations, the Hong Kong Listing Rules, and the Articles of Association, reply with a written opinion to state whether it agrees or disagrees to convene an extraordinary general meeting within 10 days upon receipt of the proposal.

Original Articles of Association

Amended Articles of Association

Article 48 Independent directors are entitled to propose an extraordinary general meeting to the Board. Concerning the above request, the Board shall, in accordance with the law, administrative regulations, the Hong Kong Listing Rules, and the Articles of Association, reply with a written opinion to state whether it agrees or disagrees to convene an extraordinary general meeting within 10 days upon receipt of the proposal.

If the Board agrees to convene the extraordinary general meeting, it shall issue a notice of general meeting within five days upon making the resolution. If the Board does not agree to convene an extraordinary general meeting, it shall explain the reasons and make an announcement accordingly. | Article 48 With the consent of a majority of all independent directors, Independent directors are entitled to propose an extraordinary general meeting to the Board. Concerning the above request, the Board shall, in accordance with the law, administrative regulations, the Hong Kong Listing Rules, and the Articles of Association, reply with a written opinion to state whether it agrees or disagrees to convene an extraordinary general meeting within 10 days upon receipt of the proposal.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
Article 69 The general meeting shall be presided by the chairman of the Board. Where the chairman of the Board is unable to or fails to perform his duty, a director elected by more than one-half of all directors shall preside over the meeting.

If a general meeting is convened by the board of supervisors itself, the chairman of the board of supervisors shall preside over the meeting. If the chairman of the board of supervisors is unable to or will not discharge his duties, not less than one half of the supervisors shall nominate a supervisor to preside over the meeting.

If a general meeting is convened by the shareholders themselves, the convener will nominate a representative to conduct the meeting.

In a general meeting, if the chairman of the meeting contravenes the meeting procedures, making the meeting impossible to proceed, with consent from more than one-half of the attending shareholders with voting rights, the shareholders may nominate one person to serve as the chairman and continue with the meeting. | Article 69 The general meeting shall be presided by the chairman of the Board. Where the chairman of the Board is unable to or fails to perform his duty, a director elected by more than one-half of all directors shall preside over the meeting.

If a general meeting is convened by the board of supervisors Audit Committee itself, the chairman of the board of supervisors convener of Audit Committee shall preside over the meeting. If the chairman of the board of supervisors convener of Audit Committee is unable to or will not discharge his duties, not less than one half of the supervisors a majority of members of Audit Committee shall nominate a supervisor member of Audit Committee to preside over the meeting.

If a general meeting is convened by the shareholders themselves, the convener will nominate or a representative to nominated by it will conduct the meeting.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
Article 75 The convener shall ensure that the contents of the minutes are true, accurate and complete. Directors, supervisors, secretaries to the Board, conveners and their representatives and the chairman of the meeting shall sign on the minutes. The minutes shall be kept together with the registration record of attendant shareholders, authorization letters of proxies, valid record on internet voting and other means of voting, for a period of no less than ten years.	Article 75 The convener shall ensure that the contents of the minutes are true, accurate and complete. Directors, supervisors, secretaries to the Board, conveners and their representatives and the chairman of the meeting attending or being present at the meeting shall sign on the minutes. The minutes shall be kept together with the registration record of attendant shareholders, authorization letters of proxies, valid record on internet voting and other means of voting, for a period of no less than ten years.
Article 83 The list of candidates for directors and supervisors shall be submitted to the general meeting in the form of a proposal for resolution.

Original Articles of Association

Amended Articles of Association

Article 75 The convener shall ensure that the contents of the minutes are true, accurate and complete. Directors, supervisors, secretaries to the Board, conveners and their representatives and the chairman of the meeting shall sign on the minutes. The minutes shall be kept together with the registration record of attendant shareholders, authorization letters of proxies, valid record on internet voting and other means of voting, for a period of no less than ten years.

Article 75 The convener shall ensure that the contents of the minutes are true, accurate and complete. Directors, supervisors, secretaries to the Board, conveners and their representatives and the chairman of the meeting attending or being present at the meeting shall sign on the minutes. The minutes shall be kept together with the registration record of attendant shareholders, authorization letters of proxies, valid record on internet voting and other means of voting, for a period of no less than ten years.

Article 83 The list of candidates for directors and supervisors shall be submitted to the general meeting in the form of a proposal for resolution.

When voting in respect of the election of directors and supervisors at the general meeting is conducted, a cumulative voting system shall be implemented in accordance with the Articles of Association or resolutions at general meeting.

The “cumulative voting system” mentioned in the previous paragraph refers to: in electing directors or supervisors at the General Meeting, the voting right(s) carried by each share shall be the same as the number of directors or supervisors to be elected. The voting right(s) of the shareholders can be exercised on a concentration basis. The Board shall provide the brief biographies and basic information of the candidates for directors and supervisors to the shareholders. | Article 83 The list of candidates for directors and supervisors shall be submitted to the general meeting in the form of a proposal for resolution.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
The nomination of directors and supervisors shall be in accordance with the following method and procedures: (1) The Board, the board of supervisors, and shareholders who individually or collectively hold 1% or above shares shall be entitled to submit proposals to the Shareholders' general meeting for the election of directors and Shareholders' Representative supervisors. The Board, the board of supervisors, and shareholders who individually or collectively hold 1% or above shares shall be entitled to submit proposals to the Shareholders' general meeting for the election of Independent directors. The Board and the board of supervisors shall examine the qualifications of the candidates and propose them to the shareholders' meeting for election. (2) The employee representatives of the board of supervisors shall be elected at the employee representatives' meeting, employee meeting or otherwise democratically. In adopting the cumulative voting system for the election of directors and supervisors, the Shareholders' general meeting shall comply with the following rules: (1) The total cumulative voting rights held by the shareholders (including shareholders' proxies) attending the meeting shall be the number of shares of the Company held by such shareholders multiplied by the number of directors and supervisors to be elected at the Shareholders' general meeting.	The nomination of directors and supervisors shall be in accordance with the following method and procedures: (1) The Board, the board of supervisors, and shareholders who individually or collectively hold 1% or above shares shall be entitled to submit proposals to the Shareholders' general meeting for the election of directors and Shareholders' Representative supervisors. The Board, the board of supervisors, and shareholders who individually or collectively hold 1% or above shares shall be entitled to submit proposals to the Shareholders' general meeting for the election of Independent directors. The Board and the board of supervisors shall examine the qualifications of the candidates and propose them to the shareholders' meeting for election. (2) The employee representatives of the board of supervisors shall be elected at the employee representatives' meeting, employee meeting or otherwise democratically. In adopting the cumulative voting system for the election of directors and supervisors, the Shareholders' general meeting shall comply with the following rules: (1) The total cumulative voting rights held by the shareholders (including shareholders' proxies) attending the meeting shall be the number of shares of the Company held by such shareholders multiplied by the number of directors and supervisors to be elected at the Shareholders' general meeting.

Original Articles of Association

Amended Articles of Association

The nomination of directors and supervisors shall be in accordance with the following method and procedures: (1) The Board, the board of supervisors, and shareholders who individually or collectively hold 1% or above shares shall be entitled to submit proposals to the Shareholders' general meeting for the election of directors and Shareholders' Representative supervisors. The Board, the board of supervisors, and shareholders who individually or collectively hold 1% or above shares shall be entitled to submit proposals to the Shareholders' general meeting for the election of Independent directors. The Board and the board of supervisors shall examine the qualifications of the candidates and propose them to the shareholders' meeting for election. (2) The employee representatives of the board of supervisors shall be elected at the employee representatives' meeting, employee meeting or otherwise democratically. In adopting the cumulative voting system for the election of directors and supervisors, the Shareholders' general meeting shall comply with the following rules: (1) The total cumulative voting rights held by the shareholders (including shareholders' proxies) attending the meeting shall be the number of shares of the Company held by such shareholders multiplied by the number of directors and supervisors to be elected at the Shareholders' general meeting.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
(2) The shareholders (including the shareholders’ proxies) present at the meeting shall be entitled to freely allocate the total voting rights calculated on a cumulative basis for the election of each candidate. The smallest unit of voting rights to be allocated to each candidate by each shareholder (including shareholders’ proxies) present at the meeting shall be the number of shares held by him/her. The total number of voting rights allocated to all candidates by each shareholder shall not exceed the total number of voting rights calculated on a cumulative basis but may be less than the total number of voting rights calculated on a cumulative basis, and the difference shall be deemed as the shareholder giving up that part of the voting rights.	(2) The shareholders (including the shareholders’ proxies) present at the meeting shall be entitled to freely allocate the total voting rights calculated on a cumulative basis for the election of each candidate. The smallest unit of voting rights to be allocated to each candidate by each shareholder (including shareholders’ proxies) present at the meeting shall be the number of shares held by him/her. The total number of voting rights allocated to all candidates by each shareholder shall not exceed the total number of voting rights calculated on a cumulative basis but may be less than the total number of voting rights calculated on a cumulative basis, and the difference shall be deemed as the shareholder giving up that part of the voting rights.
(3) If the number of candidates exceeds the number of positions to be elected, i.e. when differential election is held, any candidate will be elected in order from the most votes to the least. In the event of a tie, the candidates whose names are listed at the end of the list of candidates with the same number of votes shall be elected by all shareholders present at the Shareholders’ general meeting by way of differential election as a director or supervisor.	(3) If the number of candidates exceeds the number of positions to be elected, i.e. when differential election is held, any candidate will be elected in order from the most votes to the least. In the event of a tie, the candidates whose names are listed at the end of the list of candidates with the same number of votes shall be elected by all shareholders present at the Shareholders’ general meeting by way of differential election as a director or supervisor.
(4) If the number of candidates is equal to the number of directors and supervisors to be elected, all candidates shall be elected in the order of the number of votes received. However, the cumulative number of votes received by each candidate shall be at least 1% of the total number of shares held by the shareholders (including shareholders’ proxies) present at the Shareholders’ general meeting. If not all the directors and supervisors are elected, a separate election shall be held at a future Shareholders’ general meeting.	(4) If the number of candidates is equal to the number of directors and supervisors to be elected, all candidates shall be elected in the order of the number of votes received. However, the cumulative number of votes received by each candidate shall be at least 1% of the total number of shares held by the shareholders (including shareholders’ proxies) present at the Shareholders’ general meeting. If not all the directors and supervisors are elected, a separate election shall be held at a future Shareholders’ general meeting.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
Article 98 The directors shall comply with the laws, administrative regulations and the Articles of Association and have a duty of loyalty to the Company, shall take measures to avoid conflicts between their own interests and the Company’s interests, and must not use their powers to seek improper benefits. The directors shall faithfully perform their following obligations to the Company:	Article 98 The directors shall comply with the laws, administrative regulations and the Articles of Association and have a duty of loyalty to the Company, shall take measures to avoid conflicts between their own interests and the Company’s interests, and must not use their powers to seek improper benefits. The directors shall faithfully perform their following obligations to the Company:
(1) not to abuse their rights to bribe or accept other illegal income and not to misappropriate the properties of the Company;	(1) not to abuse their rights to bribe or accept other illegal income and not to misappropriate the properties of the Company;
(2) not to misappropriate the money of the Company;	(2) not to misappropriate the money of the Company;
(3) not to deposit any money of the Company in any accounts under their names or in the names of other persons;	(3) not to deposit any money of the Company in any accounts under their names or in the names of other persons;
(4) not to enter into contracts or transactions, directly or indirectly, with the Company without reporting to the Board or the Shareholders’ general meeting and being approved by a resolution of the Board or the Shareholders’ general meeting in accordance with the Articles of Association;	(4) not to enter into contracts or transactions, directly or indirectly, with the Company without reporting to the Board or the Shareholders’ general meeting and being approved by a resolution of the Board or the Shareholders’ general meeting in accordance with the Articles of Association;
(5) not to use their position to obtain business opportunities which should be available to the Company for themselves or others, unless such business opportunities are not available to the Company upon reporting to the Board or the Shareholders’ general meeting and being approved by a resolution of the Shareholders’ general meeting or as required in the Articles of Association;	(5) not to use their position to obtain business opportunities which should be available to the Company for themselves or others, unless such business opportunities are not available to the Company upon reporting to the Board or the Shareholders’ general meeting and being approved by a resolution of the Shareholders’ general meeting or as required in the Articles of Association;

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
(6) not to run his/her own or others’ business which is similar to the Company’s business without reporting to the Board or the Shareholders’ general meeting and being approved by a resolution of the Shareholders’ general meeting;	(6) not to run his/her own or others’ business which is similar to the Company’s business without reporting to the Board or the Shareholders’ general meeting and being approved by a resolution of the Shareholders’ general meeting;
(7) not to accept commissions from transactions between other persons and the Company for their own benefits;	(7) not to accept commissions from transactions between other persons and the Company for their own benefits;
(8) not to disclose the secrets of the Company without consent;	(8) not to disclose the secrets of the Company without consent;
(9) not to use their connections to harm the interests of the Company;	(9) not to use their connections to harm the interests of the Company;
(10) to be bound by other duties of loyalty stipulated by the laws, administrative regulations, departmental rules, the Hong Kong Listing Rules, other securities regulatory rules of places where the Company’s shares are listed and the Articles of Association.	(10) to be bound by other duties of loyalty stipulated by the laws, administrative regulations, departmental rules, the Hong Kong Listing Rules, other securities regulatory rules of places where the Company’s shares are listed and the Articles of Association.
The Company shall be entitled to the income gained by the directors in violation of this Article; the director shall be liable for compensation if any loss is caused to the Company. The provisions of the item (4) of the first paragraph of this Article shall apply to the conclusion of contracts or engagement in transactions with the Company by close relatives of the directors, supervisors and senior management or enterprises directly or indirectly controlled by the directors, supervisors and senior management or their close relatives, as well as persons who are otherwise related to the directors, supervisors and senior management.	The Company shall be entitled to the income gained by the directors in violation of this Article; the director shall be liable for compensation if any loss is caused to the Company. The provisions of the item (4) of the first second paragraph of this Article shall apply to the conclusion of contracts or engagement in transactions with the Company by close relatives of the directors, supervisors and senior management or enterprises directly or indirectly controlled by the directors, supervisors and senior management or their close relatives, as well as persons who are otherwise related to the directors, supervisors and senior management.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
Article 110 The Board of the Company has established the Audit Committee, and shall establish the relevant special committees such as the Nomination Committee and Remuneration Committee as necessary. The special committees shall be accountable to the Board and perform their duties in accordance with the Articles of Association and the authorization of the Board, and their proposals shall be submitted to the Board for consideration and approval. Each special committee shall be comprised of at least three members, who are all director, in which the independent directors shall account for more than half of the members of Nomination Committee and Remuneration Committee, in which an independent director shall serve the chairman (convener) of the Remuneration Committee, and the Chairman of the Board or an independent director shall serve as the chairman (convener) of the Nomination Committee. All members of the Audit Committee shall be the non-executive directors (including independent directors), of which at least one independent director shall possess the appropriate professional qualifications required by the Hong Kong Listing Rules, or have appropriate accounting or related expertise in financial management. The person in charge of each special committee shall be appointed by the Board.	Article 110 The Board of the Company has established the Audit Committee, and shall establish the relevant special committees such as the Nomination Committee and Remuneration Committee as necessary. The special committees shall be accountable to the Board and perform their duties in accordance with the Articles of Association and the authorization of the Board, and their proposals shall be submitted to the Board for consideration and approval. Each special committee shall be comprised of at least three members, who are all director, in which the independent directors shall account for more than over half of the members of Nomination Committee and Remuneration Committee, in which an independent director shall serve the chairman (convener) of the Remuneration Committee, and the Chairman of the Board or an independent director shall serve as the chairman (convener) of the Nomination Committee. All members of the Audit Committee shall be the non-executive directors (including independent directors), of which the independent directors shall account for over half of the members of the Audit Committee, and at least one independent director shall possess the appropriate professional qualifications required by the Hong Kong Listing Rules, or have appropriate accounting or related expertise in financial management, in which an independent director shall serve the chairman (convener) of the Audit Committee. The person in charge of each special committee shall be appointed by the Board.

Original Articles of Association

Amended Articles of Association

Article 110 The Board of the Company has established the Audit Committee, and shall establish the relevant special committees such as the Nomination Committee and Remuneration Committee as necessary. The special committees shall be accountable to the Board and perform their duties in accordance with the Articles of Association and the authorization of the Board, and their proposals shall be submitted to the Board for consideration and approval. Each special committee shall be comprised of at least three members, who are all director, in which the independent directors shall account for more than half of the members of Nomination Committee and Remuneration Committee, in which an independent director shall serve the chairman (convener) of the Remuneration Committee, and the Chairman of the Board or an independent director shall serve as the chairman (convener) of the Nomination Committee. All members of the Audit Committee shall be the non-executive directors (including independent directors), of which at least one independent director shall possess the appropriate professional qualifications required by the Hong Kong Listing Rules, or have appropriate accounting or related expertise in financial management. The person in charge of each special committee shall be appointed by the Board.

Article 110 The Board of the Company has established the Audit Committee, and shall establish the relevant special committees such as the Nomination Committee and Remuneration Committee as necessary. The special committees shall be accountable to the Board and perform their duties in accordance with the Articles of Association and the authorization of the Board, and their proposals shall be submitted to the Board for consideration and approval. Each special committee shall be comprised of at least three members, who are all director, in which the independent directors shall account for more than over half of the members of Nomination Committee and Remuneration Committee, in which an independent director shall serve the chairman (convener) of the Remuneration Committee, and the Chairman of the Board or an independent director shall serve as the chairman (convener) of the Nomination Committee. All members of the Audit Committee shall be the non-executive directors (including independent directors), of which the independent directors shall account for over half of the members of the Audit Committee, and at least one independent director shall possess the appropriate professional qualifications required by the Hong Kong Listing Rules, or have appropriate accounting or related expertise in financial management, in which an independent director shall serve the chairman (convener) of the Audit Committee. The person in charge of each special committee shall be appointed by the Board.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
The Board is responsible for the compilation of Rules of Procedure and Regulation of Operation of each special committee, which regulate the formation, terms of reference and procedure of special committees, and regulate the operation of the special committees.	The Board is responsible for the compilation of Rules of Procedure and Regulation of Operation of each special committee, which regulate the formation, terms of reference and procedure of special committees, and regulate the operation of the special committees.
Special committees of the Board are designated organizations under the Board, which provide suggestions or consulting opinion to the Board on material decision-making. Special committees shall not make any decision in the name of the Board, but can exercise the right of decision-making on authorized matters in accordance with the special authorization from the Board.	Special committees of the Board are designated organizations under the Board, which provide suggestions or consulting opinion to the Board on material decision-making. Special committees shall not make any decision in the name of the Board, but can exercise the right of decision-making on authorized matters in accordance with the special authorization from the Board.
Each special committee could engage intermediary to provide professional opinion in accordance with the actual needs at the expense of the Company.	Each special committee could engage intermediary to provide professional opinion in accordance with the actual needs at the expense of the Company.
Each special committee shall be accountable to the Board and report its works to the same.	Each special committee shall be accountable to the Board and report its works to the same.
Article 117 Any discussion of the Board shall be carried out by convening the Board Meetings. Board Meetings comprised of regular meetings and extraordinary meetings. Board Meetings shall be held at least two times a year. Meetings shall be convened by the chairman of the Board. Written notice shall be given to all directors and supervisors at least 10 days before the meeting is held.	Article 117 Any discussion of the Board shall be carried out by convening the Board Meetings. Board Meetings comprised of regular meetings and extraordinary meetings. Board Meetings shall be held at least two four times a year. Meetings shall be convened by the chairman of the Board. Written notice shall be given to all directors and supervisors at least 10 days before the meeting is held.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
(newly added)	Section 3 Special Committees
(newly added)	Article 127 The Board of the Company shall establish an Audit Committee to exercise the functions and powers of the board of supervisors as prescribed by the Company Law.
(newly added)	Article 128 The Audit Committee shall be responsible for reviewing the Company's financial information and its disclosure, supervising and evaluating the internal and external auditing work and internal control, and the following matters shall be submitted to the Board for consideration and approval with the consent of a majority of all members of the Audit Committee: (1) financial information in financial accounting reports and periodic reports, and internal control evaluation reports; (2) engaging or dismissing the accounting firm that undertakes the audit work of the Company; (3) appointing or dismissing the person in charge of finance of the Company; (4) making changes in accounting policies, accounting estimates or corrections of material accounting errors for reasons other than changes in accounting standards; (5) other matters as prescribed by laws, administrative regulations, the rules of the CSRC and the Articles of Association.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
(newly added)	Article 129 The rules of procedure for the Audit Committee shall be formulated by the Board.
(newly added)	Article 130 The Nomination Committee shall be responsible for formulating selection criteria and procedures for directors and senior management, screening and reviewing candidates for directors and senior management positions and their qualifications, and making recommendations to the Board on the following matters:
(1) to nominate or appoint or remove directors;
(2) to appoint or dismiss senior management;
(3) other matters stipulated by laws, administrative regulations, rules of the CSRC, the Hong Kong Listing Rules, other securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association.

If the Board does not adopt or fully adopt the recommendations of the Nomination Committee, it shall record the opinions of the Nomination Committee and the specific reasons for non-adoption in the resolution of the Board. |

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
(newly added)	Article 131 The Remuneration Committee is responsible for formulating performance appraisal standards for directors and senior management, conducting performance evaluations, and formulating and reviewing the remuneration determination mechanisms, decision-making procedures, payment and clawback arrangements and other relevant remuneration policies and plans for directors and senior management, and making recommendations to the Board on the following matters:

Original Articles of Association

Amended Articles of Association

(newly added)

Article 131 The Remuneration Committee is responsible for formulating performance appraisal standards for directors and senior management, conducting performance evaluations, and formulating and reviewing the remuneration determination mechanisms, decision-making procedures, payment and clawback arrangements and other relevant remuneration policies and plans for directors and senior management, and making recommendations to the Board on the following matters:

(1) remuneration for directors and senior management;

(2) establishing or revising share incentive schemes, employee share ownership plans, and the achievement of conditions for incentive participants to obtain or exercise their interests;

(3) arrangements for shareholding plans for directors and senior management in proposed spin-off of subsidiaries;

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

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

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Articles of Association	Amended Articles of Association
Chapter 9 Notices and Announcements	Chapter 98 Notices and Announcements
Article 174 Any notice of convening a meeting of the board of supervisors shall be given by hand, mail, email, fax, public announcement or other means specified in the Articles of Association.	(deleted)
Chapter 12 Supplementary Provisions	Chapter 1211 Supplementary Provisions
Article 208 In the event that any of the provisions in the Articles of Association are inconsistent with the laws, regulations, rules and regulations, the Hong Kong Listing Rules and other securities regulatory rules of the place where the Company’s shares are listed, such laws, regulations, rules and regulations, the Hong Kong Listing Rules and other securities regulatory rules of the place where the Company’s shares are listed shall prevail.	Article 208197 In the event that any of the provisions in the Articles of Association are inconsistent with the laws, regulations, departmental rules-and-regulations, the Hong Kong Listing Rules and other securities regulatory rules of the place where the Company’s shares are listed, such laws, regulations, departmental rules-and regulations, the Hong Kong Listing Rules and other securities regulatory rules of the place where the Company’s shares are listed shall prevail.

In addition to the above major amendments, the following amendments have also been made to the Articles of Association:

Deleting the expressions of “supervisor(s)” and “board of supervisors” in the original Articles of Association, and deleting the chapter on the board of supervisors, and the powers and functions originally exercised by the board of supervisors are undertaken by the Audit Committee of the Board in accordance with the requirements of the PRC Company Law, the Guidelines for the Articles of Association of Listed Companies and other relevant laws, regulations, rules and other normative documents.
If the serial numbers of clauses change due to the addition or deletion of clauses or sequence adjustment during this amendment, the serial numbers of revised clauses will be postponed or decreased in turn, and the serial numbers of cross-referenced clauses in the Articles of Association will also be adjusted accordingly.

In view of the frequent occurrence of the above changes in this revision, they will not be enumerated individually in the comparison table of amendments to the Articles of Association.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Shareholders’ General Meetings	Amended Rules of Procedure for Shareholders’ General Meetings
Rule 1 The Rules of Procedure (hereinafter as the “Rules”) are formulated pursuant to the Company Law of the People’s Republic of China (hereinafter as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter as the “Securities Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (hereinafter as the “Hong Kong Listing Rules”), and other laws, regulations, normative documents and the Articles of Association of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Articles of Association”) in order to protect the legitimate rights and interests of shareholders, employees and creditors of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Company”) and regulate the organization and behavior of the general meeting of the Company.	Rule 1 The Rules of Procedure (hereinafter as the “Rules”) are formulated pursuant to the Company Law of the People’s Republic of China (hereinafter as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter as the “Securities Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Rules Governing the Listing of Securities on The Hong Kong Stock Exchange of Hong Kong Limited (hereinafter as the “Hong Kong Listing Rules”), and other laws, regulations, normative documents and the Articles of Association of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Articles of Association”) in order to protect the legitimate rights and interests of shareholders, employees and creditors of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Company”) and regulate the organization and behavior of the general meeting of the Company.

Original Rules of Procedure for Shareholders’ General Meetings

Amended Rules of Procedure for Shareholders’ General Meetings

Rule 1 The Rules of Procedure (hereinafter as the “Rules”) are formulated pursuant to the Company Law of the People’s Republic of China (hereinafter as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter as the “Securities Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (hereinafter as the “Hong Kong Listing Rules”), and other laws, regulations, normative documents and the Articles of Association of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Articles of Association”) in order to protect the legitimate rights and interests of shareholders, employees and creditors of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Company”) and regulate the organization and behavior of the general meeting of the Company.

Rule 1 The Rules of Procedure (hereinafter as the “Rules”) are formulated pursuant to the Company Law of the People’s Republic of China (hereinafter as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter as the “Securities Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Rules Governing the Listing of Securities on The Hong Kong Stock Exchange of Hong Kong Limited (hereinafter as the “Hong Kong Listing Rules”), and other laws, regulations, normative documents and the Articles of Association of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Articles of Association”) in order to protect the legitimate rights and interests of shareholders, employees and creditors of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Company”) and regulate the organization and behavior of the general meeting of the Company.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Shareholders’ General Meetings	Amended Rules of Procedure for Shareholders’ General Meetings
Rule 2 The general meeting shall be the organ of authority of the Company and shall exercise the following functions and powers according to law:
(1) Elect and replace directors and supervisors. Make decisions on matters in relation to the remuneration of the directors and supervisors;
(2) Review and approve the reports of the Board;
(3) Review and approve the reports of the board of supervisors;
(4) Review and approve the profit distribution plan and loss compensation plan of the Company;
(5) Decide on increasing or reducing the registered capital of the Company;
(6) Decide on the issue of corporate bonds or other securities and listing scheme of the Company;	Rule 2 The general meeting shall be the organ of authority of the Company and shall exercise the following functions and powers according to law:
(1) Elect and replace directors and supervisors. Make decisions on matters in relation to the remuneration of the directors and supervisors;
(2) Review and approve the reports of the Board;
(3) Review and approve the reports of the board of supervisors;
(4) Review and approve the profit distribution plan and loss compensation plan of the Company;
(5) Decide on increasing or reducing the registered capital of the Company;
(6) Decide on the issue of corporate bonds or other securities and listing scheme of the Company;

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Shareholders’ General Meetings	Amended Rules of Procedure for Shareholders’ General Meetings
(7) Decide on issues such as merger, division, dissolution, liquidation and change of form of the Company;	(67) Decide on issues such as merger, division, dissolution, liquidation and change of form of the Company;
(8) Amend the Articles of Association;	(78) Amend the Articles of Association;
(9) Decide on the engagement, dismissal or non-renewal of the accounting firm of the Company;	(89) Decide on the engagement, dismissal or non-renewal of the accounting firm of the Company;
(10) Review and approve the guarantee issues as prescribed in Rule 3;	(910) Review and approve the guarantee issues as prescribed in Rule 3;
(11) Consider the purchase or disposal of substantial assets of the Company with an amount exceeding 30% of audited total assets in the latest accounting year of the Company within one year;	(1011) Consider the purchase or disposal of substantial assets of the Company with an amount exceeding 30% of audited total assets in the latest accounting year of the Company within one year;
(12) Consider and approve any change in the use of proceeds;	(1112) Consider and approve any change in the use of proceeds;
(13) Review share incentive schemes and employee share ownership plans;	(1213) Review share incentive schemes and employee share ownership plans;
(14) Consider other matters required to be approved or resolved at the general meeting under the laws, administrative regulations, departmental rules, the Hong Kong Listing Rules and other securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association.	(1314) Consider other matters required to be approved or resolved at the general meeting under the laws, administrative regulations, departmental rules, the Hong Kong Listing Rules and other securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association.
The general meeting may authorize the Board of directors to make a resolution on the issuance of corporate bonds. By resolution of the general meeting, or by resolution of the Board of directors authorized by the Articles of Association and the general meeting, the Company may issue shares, convertible bonds, asset securitization products, and the specific implementation should comply with the laws, administrative regulations, regulations of the CSRC and the stock exchanges.	The general meeting may authorize the Board of directors to make a resolution on the issuance of corporate bonds. By resolution of the general meeting, or by resolution of the Board of directors authorized by the Articles of Association and the general meeting, the Company may issue shares, convertible bonds, asset securitization products, and the specific implementation should comply with the laws, administrative regulations, regulations of the CSRC and the stock exchanges.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Shareholders’ General Meetings	Amended Rules of Procedure for Shareholders’ General Meetings
Rule 7 Independent directors are entitled to propose an extraordinary general meeting to the Board. Concerning the above request, the Board shall, in accordance with the law, administrative regulations, the Hong Kong Listing Rules, and the Articles of Association, reply with a written opinion to state whether it agrees or disagrees to convene an extraordinary general meeting within 10 days upon receipt of the proposal.

Original Rules of Procedure for Shareholders’ General Meetings

Amended Rules of Procedure for Shareholders’ General Meetings

Rule 7 Independent directors are entitled to propose an extraordinary general meeting to the Board. Concerning the above request, the Board shall, in accordance with the law, administrative regulations, the Hong Kong Listing Rules, and the Articles of Association, reply with a written opinion to state whether it agrees or disagrees to convene an extraordinary general meeting within 10 days upon receipt of the proposal.

If the Board agrees to convene the extraordinary general meeting, it shall issue a notice of general meeting within five days upon making the resolution. If the Board does not agree to convene an extraordinary general meeting, it shall explain the reasons and make an announcement accordingly. | Rule 7 Upon approval by a majority of all independent directors. Independent directors are entitled to propose an extraordinary general meeting to the Board. Concerning the above request, the Board shall, in accordance with the law, administrative regulations, the Hong Kong Listing Rules, and the Articles of Association, reply with a written opinion to state whether it agrees or disagrees to convene an extraordinary general meeting within 10 days upon receipt of the proposal.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Shareholders’ General Meetings	Amended Rules of Procedure for Shareholders’ General Meetings
Article 27 The general meeting shall be presided by the chairman of the Board. Where the chairman of the Board is unable to or fails to perform his duty, a director elected by more than one-half of all directors shall preside over the meeting.

If a general meeting is convened by the shareholders themselves, the convener will nominate a representative to conduct the meeting.

In a general meeting, if the chairman of the meeting contravenes the meeting procedures, making the meeting impossible to proceed, with consent from more than one-half of the attending shareholders with voting rights, the shareholders may nominate one person to serve as the chairman and continue with the meeting. | Article 27 The general meeting shall be presided by the chairman of the Board. Where the chairman of the Board is unable to or fails to perform his duty, a director elected by more than one-half of all directors shall preside over the meeting.

If a general meeting is convened by the Audit Committee board of supervisors itself, the convener of the Audit Committee chairman of the board of supervisors shall preside over the meeting. If the convener of the Audit Committee chairman of the board of supervisors is unable to or will not discharge his duties, not less than one half of the members of the Audit Committee supervisors shall nominate a member of the Audit Committee supervisor to preside over the meeting.

If a general meeting is convened by the shareholders themselves, the convener will nominate a representative to conduct the meeting.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Shareholders’ General Meetings	Amended Rules of Procedure for Shareholders’ General Meetings
Article 41 The list of candidates for directors and supervisors shall be submitted to the general meeting in the form of a proposal for resolution.

The nomination of directors and supervisors shall be in accordance with the following method and procedures:

(1) The Board, the board of supervisors, and shareholders who individually or collectively hold 1% or above shares shall be entitled to submit proposals to the Shareholders’ general meeting for the election of directors and Shareholders’ Representative supervisors. The Board, the board of supervisors, and shareholders who individually or collectively hold 1% or above shares shall be entitled to submit proposals to the Shareholders’ general meeting for the election of Independent directors. The Board and the board of supervisors shall examine the qualifications of the candidates and propose them to the shareholders’ meeting for election. | Article 41 The list of candidates for directors and supervisors shall be submitted to the general meeting in the form of a proposal for resolution.

The nomination of directors and supervisors shall be in accordance with the following method and procedures:

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Shareholders’ General Meetings	Amended Rules of Procedure for Shareholders’ General Meetings
(2) The employee representatives of the board of supervisors shall be elected at the employee representatives’ meeting, employee meeting or otherwise democratically.

In adopting the cumulative voting system for the election of directors and supervisors, the Shareholders’ general meeting shall comply with the following rules:

(1) The total cumulative voting rights held by the shareholders (including shareholders’ proxies) attending the meeting shall be the number of shares of the Company held by such shareholders multiplied by the number of directors and supervisors to be elected at the Shareholders’ general meeting.

(2) The shareholders (including the shareholders’ proxies) present at the meeting shall be entitled to freely allocate the total voting rights calculated on a cumulative basis for the election of each candidate. The smallest unit of voting rights to be allocated to each candidate by each shareholder (including shareholders’ proxies) present at the meeting shall be the number of shares held by him/her. The total number of voting rights allocated to all candidates by each shareholder shall not exceed the total number of voting rights calculated on a cumulative basis but may be less than the total number of voting rights calculated on a cumulative basis, and the difference shall be deemed as the shareholder giving up that part of the voting rights. | (2) The employee representatives of the board of supervisors shall be elected at the employee representatives’ meeting, employee meeting or otherwise democratically.

In adopting the cumulative voting system for the election of directors and supervisors, the Shareholders’ general meeting shall comply with the following rules:

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Shareholders’ General Meetings	Amended Rules of Procedure for Shareholders’ General Meetings
(3) If the number of candidates exceeds the number of positions to be elected, i.e. when differential election is held, any candidate will be elected in order from the most votes to the least. In the event of a tie, the candidates whose names are listed at the end of the list of candidates with the same number of votes shall be elected by all shareholders present at the Shareholders’ general meeting by way of differential election as a director or supervisor.	(3) If the number of candidates exceeds the number of positions to be elected, i.e. when differential election is held, any candidate will be elected in order from the most votes to the least. In the event of a tie, the candidates whose names are listed at the end of the list of candidates with the same number of votes shall be elected by all shareholders present at the Shareholders’ general meeting by way of differential election as a director or supervisor.
(4) If the number of candidates is equal to the number of directors and supervisors to be elected, all candidates shall be elected in the order of the number of votes received. However, the cumulative number of votes received by each candidate shall be at least 1% of the total number of shares held by the shareholders (including shareholders’ proxies) present at the Shareholders’ general meeting. If not all the directors and supervisors are elected, a separate election shall be held at a future Shareholders’ general meeting.	(4) If the number of candidates is equal to the number of directors and supervisors to be elected, all candidates shall be elected in the order of the number of votes received. However, the cumulative number of votes received by each candidate shall be at least 1% of the total number of shares held by the shareholders (including shareholders’ proxies) present at the Shareholders’ general meeting. If not all the directors and supervisors are elected, a separate election shall be held at a future Shareholders’ general meeting.

Original Rules of Procedure for Shareholders’ General Meetings

Amended Rules of Procedure for Shareholders’ General Meetings

(3) If the number of candidates exceeds the number of positions to be elected, i.e. when differential election is held, any candidate will be elected in order from the most votes to the least. In the event of a tie, the candidates whose names are listed at the end of the list of candidates with the same number of votes shall be elected by all shareholders present at the Shareholders’ general meeting by way of differential election as a director or supervisor.

(4) If the number of candidates is equal to the number of directors and supervisors to be elected, all candidates shall be elected in the order of the number of votes received. However, the cumulative number of votes received by each candidate shall be at least 1% of the total number of shares held by the shareholders (including shareholders’ proxies) present at the Shareholders’ general meeting. If not all the directors and supervisors are elected, a separate election shall be held at a future Shareholders’ general meeting.

In addition to the above major amendments, the following amendments have also been made to the Rules of Procedure for Shareholders’ General Meetings: deleting the expressions of "supervisor(s)" and "board of supervisors" in the Rules of Procedure for Shareholders’ General Meetings, and the powers and functions originally exercised by the board of supervisors are undertaken by the Audit Committee of the Board in accordance with the requirements of the PRC Company Law, the Guidelines for the Articles of Association of Listed Companies and other relevant laws, regulations, rules and other normative documents.

In view of the frequent occurrence of the above changes in this revision, they will not be enumerated individually in the comparison table of amendments to the Rules of Procedure for Shareholders’ General Meetings.

APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Meetings of the Board	Amended Rules of Procedure for Meetings of the Board
Rule 1 The Rules of Procedure are formulated pursuant to the Company Law of the People’s Republic of China (hereinafter as the “Company Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (hereinafter as the “Hong Kong Listing Rules”), and other laws, regulations, normative documents and the Articles of Association of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Articles of Association”) in order to further regulate the discussion rules and decision-making procedures of the Board of directors of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Company”), promote the directors and the Board of Directors to effectively perform their duties, and improve the level of standardized operation and scientific decision-making of the Board of directors.	Rule 1 The Rules of Procedure are formulated pursuant to the Company Law of the People’s Republic of China (hereinafter as the “Company Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Rules Governing the Listing of Securities on The Hong Kong Stock Exchange of Hong Kong Limited (hereinafter as the “Hong Kong Listing Rules”), and other laws, regulations, normative documents and the Articles of Association of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Articles of Association”) in order to further regulate the discussion rules and decision-making procedures of the Board of directors of Jiangxi Rimag Group Co., Ltd. (hereinafter as the “Company”), promote the directors and the Board of Directors to effectively perform their duties, and improve the level of standardized operation and scientific decision-making of the Board of directors.
Rule 4 The Board shall be accountable to the Shareholders’ general meeting and exercise the following duties and functions:	Rule 4 The Board shall be accountable to the Shareholders’ general meeting and exercise the following duties and functions:
(1) to convene the Shareholders’ general meetings and report to the Shareholders’ general meeting;	(1) to convene the Shareholders’ general meetings and report to the Shareholders’ general meeting;
(2) to implement resolutions of the Shareholders’ general meeting;	(2) to implement resolutions of the Shareholders’ general meeting;
(3) to resolve on the Company’s operational plans (which cover the Company and its holding subsidiaries (hereinafter refers to “group companies”) and investment policies;	(3) to resolve on the Company’s operational plans (which cover the Company and its holding subsidiaries (hereinafter refers to “group companies”) and investment policies;

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Meetings of the Board	Amended Rules of Procedure for Meetings of the Board
(4) to consider and approve prepare the annual financial budgets (which cover all group companies) and final accounts of the Company;	(4) to consider and approve prepare the annual financial budgets (which cover all group companies) and final accounts of the Company;
(5) to prepare the profit distribution and loss recovery plans of the Company;	(5) to prepare the profit distribution and loss recovery plans of the Company;
(6) to formulate proposals for the Company in respect of increase or reduction of registered capital, issue of shares, bonds or other securities and the listing thereof;	(6) to formulate proposals for the Company in respect of increase or reduction of registered capital, issue of shares, bonds or other securities and the listing thereof;
(7) to formulate plans for material acquisitions, purchase of shares of the Company, or merger, division and dissolution of the Company as well as change of corporate form;	(7) to formulate plans for material acquisitions, purchase of shares of the Company, or merger, division and dissolution of the Company as well as change of corporate form;
(8) to decide on, within the authority granted by the Shareholders’ general meeting or subject to the Articles of Association, such matters as external investment, acquisition and disposal of assets, asset mortgage, external guarantee, entrusted financial management, connected transactions and external donations;	(8) to decide on, within the authority granted by the Shareholders’ general meeting or subject to the Articles of Association, such matters as external investment, acquisition and disposal of assets, asset mortgage, external guarantee, entrusted financial management, connected transactions and external donations;
(9) to decide on the establishment of internal management organizations of the Company;	(9) to decide on the establishment of internal management organizations of the Company;
(10) to decide on the appointment or dismissal of the general manager and secretary to the Board and other senior management officers of the Company, and to determine their remuneration, rewards and punishments; to decide on the appointment or dismissal of senior management officers including person in charge of finance of the Company based on the nominations by general manager, and to determine their remuneration, rewards and punishments;	(10) to decide on the appointment or dismissal of the general manager and secretary to the Board and other senior management officers of the Company, and to determine their remuneration, rewards and punishments; to decide on the appointment or dismissal of senior management officers including person in charge of finance of the Company based on the nominations by general manager, and to determine their remuneration, rewards and punishments;

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Meetings of the Board	Amended Rules of Procedure for Meetings of the Board
(11) to set up the basic management system of the Company;	(11) to set up the basic management system of the Company;
(12) to formulate proposals for any amendment to the Articles of Association;	(12) to formulate proposals for any amendment to the Articles of Association;
(13) to manage information disclosure matters of the Company;	(13) to manage information disclosure matters of the Company;
(14) to propose to the Shareholders’ general meeting the appointment or replacement of accounting firms which provide audit services to the Company;	(14) to propose to the Shareholders’ general meeting the appointment or replacement of accounting firms which provide audit services to the Company;
(15) to listen to the work reports of general manager of the Company and review their work;	(15) to listen to the work reports of general manager of the Company and review their work;
(16) to exercise other duties and powers conferred by the laws, administrative regulations, departmental rules, the Hong Kong Listing Rules and other securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association.	(16) to exercise other duties and powers conferred by the laws, administrative regulations, departmental rules, the Hong Kong Listing Rules and other securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Meetings of the Board	Amended Rules of Procedure for Meetings of the Board
Matters beyond the scope of authorization of the Shareholders’ general meeting shall be submitted to a Shareholders’ general meeting for consideration.	Matters beyond the scope of authorization of the Shareholders’ general meeting shall be submitted to a Shareholders’ general meeting for consideration.
The specific functions and powers of the Board of directors prescribed by the Company Law shall be exercised collectively by the Board of directors, and shall not be delegated to other persons, and shall not be altered or deprived by the Articles of Association or resolutions of the general meeting.	The specific functions and powers of the Board of directors prescribed by the Company Law shall be exercised collectively by the Board of directors, and shall not be delegated to other persons, and shall not be altered or deprived by the Articles of Association or resolutions of the general meeting.
For other functions and powers of the Board of directors as stipulated in the Articles of Association, collective decision-making shall be implemented for approval of major businesses and matters, and no single or few directors shall be authorized to make decisions separately.	For other functions and powers of the Board of directors as stipulated in the Articles of Association, collective decision-making shall be implemented for approval of major businesses and matters, and no single or few directors shall be authorized to make decisions separately.

– I-33 –

APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Meetings of the Board	Amended Rules of Procedure for Meetings of the Board
Rule 5 The Board of the Company has established the Audit Committee, and shall establish the relevant special committees such as the Nomination Committee and Remuneration Committee as necessary. The special committees shall be accountable to the Board and perform their duties in accordance with the Articles of Association and the authorization of the Board, and their proposals shall be submitted to the Board for consideration and approval. Each special committee shall be comprised of at least three members, who are all director, in which the independent directors shall account for more than half of the members of Nomination Committee and Remuneration Committee, in which an independent director shall serve the chairman (convener) of the Remuneration Committee, and the Chairman of the Board or an independent director shall serve as the chairman (convener) of the Nomination Committee. All members of the Audit Committee shall be the non-executive directors (including independent directors), of which at least one independent director shall possess the appropriate professional qualifications required by the Hong Kong Listing Rules, or have appropriate accounting or related expertise in financial management. The person in charge of each special committee shall be appointed by the Board.	Rule 5 The Board of the Company has established the Audit Committee, and shall establish the relevant special committees such as the Nomination Committee and Remuneration Committee as necessary. The special committees shall be accountable to the Board and perform their duties in accordance with the Articles of Association and the authorization of the Board, and their proposals shall be submitted to the Board for consideration and approval. Each special committee shall be comprised of at least three members, who are all director, in which the independent directors shall account for a majority more than half of the members of Nomination Committee and Remuneration Committee, in which an independent director shall serve the chairman (convener) of the Remuneration Committee, and the Chairman of the Board or an independent director shall serve as the chairman (convener) of the Nomination Committee. All members of the Audit Committee shall be the non-executive directors (including independent directors), of which the independent directors shall account for a majority of the members of the Audit Committee, and at least one independent director shall possess the appropriate professional qualifications required by the Hong Kong Listing Rules, or have appropriate accounting or related expertise in financial management, in which an independent director shall serve the chairman (convener) of the Audit Committee. The person in charge of each special committee shall be appointed by the Board.

Original Rules of Procedure for Meetings of the Board

Amended Rules of Procedure for Meetings of the Board

Rule 5 The Board of the Company has established the Audit Committee, and shall establish the relevant special committees such as the Nomination Committee and Remuneration Committee as necessary. The special committees shall be accountable to the Board and perform their duties in accordance with the Articles of Association and the authorization of the Board, and their proposals shall be submitted to the Board for consideration and approval. Each special committee shall be comprised of at least three members, who are all director, in which the independent directors shall account for more than half of the members of Nomination Committee and Remuneration Committee, in which an independent director shall serve the chairman (convener) of the Remuneration Committee, and the Chairman of the Board or an independent director shall serve as the chairman (convener) of the Nomination Committee. All members of the Audit Committee shall be the non-executive directors (including independent directors), of which at least one independent director shall possess the appropriate professional qualifications required by the Hong Kong Listing Rules, or have appropriate accounting or related expertise in financial management. The person in charge of each special committee shall be appointed by the Board.

Rule 5 The Board of the Company has established the Audit Committee, and shall establish the relevant special committees such as the Nomination Committee and Remuneration Committee as necessary. The special committees shall be accountable to the Board and perform their duties in accordance with the Articles of Association and the authorization of the Board, and their proposals shall be submitted to the Board for consideration and approval. Each special committee shall be comprised of at least three members, who are all director, in which the independent directors shall account for a majority more than half of the members of Nomination Committee and Remuneration Committee, in which an independent director shall serve the chairman (convener) of the Remuneration Committee, and the Chairman of the Board or an independent director shall serve as the chairman (convener) of the Nomination Committee. All members of the Audit Committee shall be the non-executive directors (including independent directors), of which the independent directors shall account for a majority of the members of the Audit Committee, and at least one independent director shall possess the appropriate professional qualifications required by the Hong Kong Listing Rules, or have appropriate accounting or related expertise in financial management, in which an independent director shall serve the chairman (convener) of the Audit Committee. The person in charge of each special committee shall be appointed by the Board.

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

Original Rules of Procedure for Meetings of the Board	Amended Rules of Procedure for Meetings of the Board
Rule 16 Board Meetings comprised of regular meetings and extraordinary meetings. Board Meetings shall be held at least two times a year. Meetings shall be convened by the chairman of the Board. Written notice shall be given to all directors and supervisors at least 10 days before the meeting is held.	Rule 16 Board Meetings comprised of regular meetings and extraordinary meetings. Board Meetings shall be held at least two four times a year, approximately once per quarter. Meetings shall be convened by the chairman of the Board. Written notice shall be given to all directors and supervisors at least 10 days before the meeting is held.

In addition to the above major amendments, the following amendments have also been made to the Rules of Procedure for Meetings of the Board: deleting the expressions of "supervisor(s)" and "board of supervisors" in the Rules of Procedure for Meetings of the Board, and the powers and functions originally exercised by the board of supervisors are undertaken by the Audit Committee of the Board in accordance with the requirements of the PRC Company Law, the Guidelines for the Articles of Association of Listed Companies and other relevant laws, regulations, rules and other normative documents.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Jiangxi Rimag Group Co., Ltd.
江西一脈陽光集團股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2522)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “EGM”) of Jiangxi Rimag Group Co., Ltd. (the “Company”) will be held by way of a virtual meeting online at 10:00 a.m. on Tuesday, January 13, 2026 for the purpose of considering and, if thought fit, passing the following resolution, details of which are set out in the circular of the Company dated December 23, 2025:

SPECIAL RESOLUTION

To consider and approve the proposed dissolution of the Board of Supervisors and amendments to the Articles of Association and its Appendices.

By order of the Board
Jiangxi Rimag Group Co., Ltd.
江西一脈陽光集團股份有限公司
Mr. CHEN Zhaoyang
Chairman of the Board, Executive Director and
Chief Executive Officer

Hong Kong, December 23, 2025

As at the date of this notice, the Board comprises Mr. CHEN Zhaoyang, Ms. HE Yingfei, Mr. FENG Xie and Mr. LI Feiyu as executive Directors, Mr. LIU Senlin and Mr. GUO Tao as non-executive Directors, and Mr. WU Xiaohui, Mr. LUO Yi and Ms. CHEN Yifei as independent non-executive Directors.

EGM-1 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

The resolution at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.rimag.com.cn/) 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.
Registered Shareholders are requested to provide a valid email address of himself/herself/itself or his/her/its proxy (except for the appointment of the chairman of the EGM) for the proxy to receive the login access code to participate online in the eVoting Portal.

Registered Shareholders will be able to attend the EGM, vote and submit questions online via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company.

Non-registered holders whose H Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the EGM, vote and submit questions online. In this regard, they should consult directly with their banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their shares are held (as the case may be) (collectively the "Intermediary") and instruct the Intermediary to appoint them as proxy or corporate representative to attend and vote at the EGM electronically and in doing so, they will be asked to provide their email address, before the time limit required by the relevant Intermediary. Details regarding the eVoting Portal including the login details will be emailed to them by the Company's H Share Registrar, Tricor Investor Services Limited.

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 H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company, at least 24 hours before the EGM (i.e. not later than 10:00 a.m. on Monday, January 12, 2026) 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 ascertaining the Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, January 8, 2026 to Tuesday, January 13, 2026, both dates inclusive, during which period no transfers of shares of the Company will be effected. Shareholders whose names appear on the register of members of the Company on Tuesday, January 13, 2026 shall be entitled to attend and vote at the EGM. In order to qualify to attend and vote at the EGM, all transfer instruments accompanied by the relevant share certificates must be lodged with the Company's H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Wednesday, January 7, 2026.
Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.
Shareholders may contact Ms. HE Yingfei of the Company at +86 10 82240501 for any enquiries in respect of the EGM.
EGM-2 -

AI assistant

Jiangxi Rimag Group Co., Ltd. Proxy Solicitation & Information Statement 2025

50650_rns_2025-12-23_c4645827-16b8-43d6-a149-f3970315dfd9.pdf

DEFINITIONS

RIMAG

I. INTRODUCTION

II. PROPOSED DISSOLUTION OF THE BOARD OF SUPERVISORS AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

III. CLOSURE OF REGISTER OF MEMBERS

IV. VOTING

V. RECOMMENDATION

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

AI assistant

Jiangxi Rimag Group Co., Ltd. — Proxy Solicitation & Information Statement 2025

50650_rns_2025-12-23_c4645827-16b8-43d6-a149-f3970315dfd9.pdf

DEFINITIONS

RIMAG

I. INTRODUCTION

II. PROPOSED DISSOLUTION OF THE BOARD OF SUPERVISORS AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES

III. CLOSURE OF REGISTER OF MEMBERS

IV. VOTING

V. RECOMMENDATION

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

More from Jiangxi Rimag Group Co., Ltd.

Jiangxi Rimag Group Co., Ltd. Proxy Solicitation & Information Statement 2025