JiaXing Gas Group Co., Ltd — Proxy Solicitation & Information Statement 2020

Oct 28, 2020

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 your 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 JiaXing Gas Group Co., Ltd.* (嘉興市燃 氣集團股份有限公司), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

JiaXing Gas Group Co., Ltd.* 嘉興市燃氣集團股份有限公司

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

(Stock Code: 9908)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening the EGM to be held at the meeting room of the Company, 1st Floor, Building 3, Hualong Plaza, Economic and Technological Development Zone, Jiaxing, Zhejiang Province, the PRC on Wednesday, 18 November 2020 at 10 a.m. are set out on pages 11 to 12 of this circular.

A form of proxy for use at the EGM is enclosed herewith and also published on both the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.jxrqgs.com/). Shareholders who intend to appoint a proxy to attend the EGM shall complete, sign and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM (i.e. at or before at 10 a.m. on Tuesday, 17 November 2020 (Hong Kong time)) or any adjournment thereof (as the case may be). Completion, signing and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof (as the case may be).

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

29 October 2020

* For identification purpose only

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX –	AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . .	7
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11

– i –

DEFINITIONS

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

• “Articles of Association”

the articles of association of the Company as amended, supplemented or otherwise modified from time to time

• “Board of Directors” or “Board” the board of Directors

• “Chairman”

• the chairman of the Board of Directors

• “Company”

• JiaXing Gas Group Co., Ltd.* (嘉興市燃氣集團股份有限 公司), a joint stock limited liability company incorporated in the PRC whose issued H Shares are listed on the Main Board of the Stock Exchange

• “Company Law”

• the Company Law of the People’s Republic of China

• “Director(s)”

• the director(s) of the Company

• “Domestic Share(s)”

• ordinary share(s) in the capital of the Company, with a nominal value of RMB1.0 each, which are subscribed for and paid up in RMB

• “Domestic Shareholder(s)”

• holder(s) of the Domestic Share(s)

• “EGM”

the extraordinary general meeting of the Company to be convened and held at the meeting room of the Company, 1st Floor, Building 3, Hualong Plaza, Economic and Technological Development Zone, Jiaxing, Zhejiang Province, the PRC at 10 a.m. on Wednesday, 18 November 2020, the notice of which is set out on pages 11 to 12 of this circular, for the Shareholders to consider and, if thought fit, approve the proposed amendments to the Articles of Association, or any adjournment thereof

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “H Shares”

overseas listed foreign share(s) in the share capital of the Company, with a nominal value of RMB1.0 each, which are listed on the Stock Exchange and traded in Hong Kong dollars

– 1 –

DEFINITIONS

• “H Shareholder(s)”

holder(s) of the H Share(s)

• “Latest Practicable Date” 22 October 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining information contained in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC” the People’s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan

• “RMB” Renminbi, the lawful currency of the PRC

• “Share(s)”

• ordinary shares of RMB1.0 each in the capital of the Company, comprising Domestic Shares and H Shares

• “Shareholder(s)” holder(s) of Shares, comprising Domestic Shareholders(s) and H Shareholder(s)

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

– 2 –

LETTER FROM THE BOARD

JiaXing Gas Group Co., Ltd.* 嘉興市燃氣集團股份有限公司

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

(Stock Code: 9908)

Executive Directors: Mr. Sun Lianqing (Chairman and chief executive officer) Mr. Xu Songqiang

Non-executive Directors:

Mr. He Yujian Mr. Zheng Huanli Mr. Fu Songquan

Registered office and headquarter in the PRC: 5th Floor, Building 3 Hualong Plaza Economic and Technological Development Zone Jiaxing Zhejiang Province PRC

Independent non-executive Directors: Mr. Xu Linde Mr. Yu Youda Mr. Cheng Hok Kai Frederick

Principal place of business in Hong Kong: Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

29 October 2020

To the Shareholders

Dear Sir or Madam

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 20 October 2020 in relation to the proposed amendments to the Articles of Association. The purpose of this circular is to provide you with further details the foregoing matters and a notice convening the EGM.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

As disclosed in the announcement of the Company dated 7 August 2020, the over-allotment option was partially exercised by BOCOM International Securities Limited in respect of an aggregate of 4,504,500 additional H shares of the Company to cover over-allocation in the international placing. In order to streamline the current procedures for convening general meetings in the Articles of Association in accordance with the Company Law and reflect changes in the Company’s registered capital and share capital structure, the Board proposes to make amendments to the Articles of Association in relation to the registered capital, share capital structure and procedures for convening general meetings and other relevant articles in the Articles of Association. Details of the proposed amendments are set out in the Appendix of this circular.

Notwithstanding the proposed amendments to the Articles of Association, the contents of the other chapters and articles of the Articles of Association shall remain unchanged.

The English translations of the original text and the text after amendment of the articles subject to amendment are included in this circular. The original language version, i.e. the Chinese version, of the same is set forth in the Chinese version of this circular. The English translations are included for reference only and in the event of any inconsistency, the Chinese version of the articles shall prevail.

A special resolution will be proposed at the EGM for the Shareholders to, among others, consider and, if thought fit, approve the proposed amendments to the Articles of Association. The proposed amendments to each of the articles will be put forward for approval by the Shareholders by way of a special resolution at the EGM.

The filings with the relevant authorities in the PRC in respect of the proposed amendments to the Articles of Association will be made after the passing of the relevant special resolution by the Shareholders at the EGM.

The amendments to the Articles of Association will take effect on the date on which the proposed amendments are approved at the EGM.

3. EGM AND PROXY ARRANGEMENT

The EGM will be held at the meeting room of the Company, 1st Floor, Building 3, Hualong Plaza, Economic and Technological Development Zone, Jiaxing, Zhejiang Province, the PRC on Wednesday, 18 November 2020 at 10 a.m. for the Shareholders to consider and, if thought fit, approve the proposed amendments to the Articles of Association. A notice of the EGM is set out on pages 11 to 12 of this circular.

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

– 4 –

LETTER FROM THE BOARD

A form of proxy for use at the EGM is enclosed herewith and also published on both the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.jxrqgs.com/). To be valid, for H Shareholders, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of authority or other authorisation documents (if any) under which it is signed or a notarized letter of authority at the Company’s H Shares Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. For Domestic Shareholders, the proxy form(s) should be returned to the Company’s registered office in the PRC at 5th Floor, Building 3, Hualong Plaza, Economic and Technological Development Zone, Jiaxing, Zhejiang Province, PRC by personal delivery or by post not less than 24 hours before the time fixed for holding the EGM (i.e. at or before 10 a.m. on Tuesday, 17 November 2020 (Hong Kong time)) or any adjournment thereof (as the case may be).

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

4. CLOSURE OF H SHARE REGISTER OF MEMBERS

In order to determine the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 13 November 2020 to Wednesday, 18 November 2020, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, H Shareholders whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company’s H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 12 November 2020 (Hong Kong time).

5. RECOMMENDATIONS

The Board of Directors consider that the proposed amendments to the Articles of Association are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board of Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

6. RESPONSIBILITY STATEMENT

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

– 5 –

LETTER FROM THE BOARD

7. MISCELLANEOUS

The Chinese text of this circular shall prevail over the English text for the purpose of interpretation in case of any inconsistency.

Yours faithfully,

For and on behalf of the Board of Directors

JiaXing Gas Group Co., Ltd.* Sun Lianqing

Chairman and Executive Director

* For identification purpose only

– 6 –

APPENDIX AMENDMENTS TO THE ARTICLES OF ASSOCIATION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article			Article after amendment
Article 13			Article 13
Shareholding in the Company shall be by			Shareholding in the Company shall be by
way of shares.			way of shares.
All shares issued by the Company shall			The total number of shares	of the
have a par value,	which shall be RMB1 for		Company is 137,844,500 shares.
each share.
			All shares issued by the Company shall
For the purposes	of the above paragraph,		have a par value, which shall be RMB1 for
the term “RMB”	shall refer to the lawful		each share.
currency of the People’s Republic of
China.			For the purposes of the above paragraph,
			the term “RMB” shall refer to the	lawful
			currency of the People’s Republic of
			China.

– 7 –

APPENDIX

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article Article 19

With the approval of the securities regulatory authority under the State Council, the Company may issue no more than 33,340,000 H shares, and no more than 38,341,000 H shares if the over-allotment options are fully exercised. Upon completion of the above offering, if the over-allotment options are not exercised, the share capital structure of the Company shall be as follows:

Article after amendment Article 19 With the approval of the securities regulatory authority of the State Council, the Company issued 37,844,500 H shares and listed on the Hong Kong Stock Exchange on July 16, 2020.

SN	Shareholder	Shareholding amount (10,000 shares)	Shareholding proportion (%)
1.	CityDevelopment	3,275.7502	24.57
2.	Taiding	2,642.4222	19.82
3.	Zhuji Yujia	1,189.4374	8.92
4.	Xin’ao	715.5049	5.37
5.	Fengye	536.4971	4.02
6.	Guangzhou Baocheng	420.0000	3.15
7.	Xu Songqiang	306.9891	2.30
8.	Liu Zhenxiong	165.4195	1.24
9.	Dai Qinjun	141.5696	1.06
10.	Shen Gensheng	64.2298	0.48
11.	WangJingren	64.2298	0.48
12.	Shen Guiqi	44.7499	0.34
13.	Yin Peirong	39.2099	0.29
14.	Xu Yanrui	38.6299	0.29
15.	WangHaibin	30.1499	0.23
16.	DongXiaohong	30.1499	0.23
17.	Lv Liushun	28.3199	0.21
18.	Gu Jianli	18.6199	0.14
19.	Xu Jianliang	18.6199	0.14
20.	ZhangXiafen	18.6199	0.14
21.	Zhou Juxiang	18.6199	0.14
22.	Guo Li	18.6199	0.14
23.	WangWenqin	18.6199	0.14
24.	Chen Lianguan	18.6199	0.14
25.	JiangLonggen	18.6199	0.14
26.	Zhu Xiaofang	18.6199	0.14
27.	Xu Hua	18.6199	0.14
28.	WangYueming	9.7600	0.07
29.	LvJia	7.0800	0.05
30.	Ma Ping	7.0800	0.05
31.	LuJun	7.0800	0.05
32.	YangKaiyuan	7.0800	0.05
33.	Tan Chengrui	14.1600	0.11
34.	ZhangXueying	7.0800	0.05
35.	Yin Haiming	7.0800	0.05
36.	Zhang Juxian	7.0800	0.05
37.	Chen Lingling	7.0800	0.05
38.	H Shareholders	3,334.00	25.00
Total	——	13,334.00	100

– 8 –

APPENDIX

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article

Article after amendment

Upon completion of the above offering, if the over-allotment options are fully exercised, the share capital structure of the Company shall be as follows:

SN	Shareholder	Shareholding amount (10,000 shares)	Shareholding proportion (%)
1.	CityDevelopment	3,275.7502	23.68
2.	Taiding	2,642.4222	19.10
3.	Zhuji Yujia	1,189.4374	8.60
4.	Xin’ao	715.5049	5.17
5.	Fengye	536.4971	3.88
6.	Guangzhou Baocheng	420.0000	3.04
7.	Xu Songqiang	306.9891	2.22
8.	Liu Zhenxiong	165.4195	1.12
9.	Dai Qinjun	141.5696	1.02
10.	Shen Gensheng	64.2298	0.46
11.	WangJingren	64.2298	0.46
12.	Shen Guiqi	44.7499	0.32
13.	Yin Peirong	39.2099	0.28
14.	Xu Yanrui	38.6299	0.28
15.	WangHaibin	30.1499	0.22
16.	DongXiaohong	30.1499	0.22
17.	Lv Liushun	28.3199	0.20
18.	Gu Jianli	18.6199	0.13
19.	Xu Jianliang	18.6199	0.13
20.	ZhangXiafen	18.6199	0.13
21.	Zhou Juxiang	18.6199	0.13
22.	Guo Li	18.6199	0.13
23.	WangWenqin	18.6199	0.13
24.	Chen Lianguan	18.6199	0.13
25.	JiangLonggen	18.6199	0.13
26.	Zhu Xiaofang	18.6199	0.13
27.	Xu Hua	18.6199	0.13
28.	WangYueming	9.7600	0.07
29.	LvJia	7.0800	0.05
30.	Ma Ping	7.0800	0.05
31.	LuJun	7.0800	0.05
32.	YangKaiyuan	7.0800	0.05
33.	Tan Chengrui	14.1600	0.10
34.	ZhangXueying	7.0800	0.05
35.	Yin Haiming	7.0800	0.05
36.	Zhang Juxian	7.0800	0.05
37.	Chen Lingling	7.0800	0.05
38.	H Shareholders	3,834.10	27.71
Total	——	13,834.10	100

Article 22

The Company’s registered capital before the offering is RMB100 million. If the over-allotment options are not exercised, the Company’s registered capital shall be RMB133.34 million. If the over-allotment options are fully exercised, the Company’s registered capital shall be RMB138.341 million.

Article 22

The Company’s registered capital is RMB137.8445 million.

– 9 –

APPENDIX AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article

Article 76

The general meeting shall be convened and chaired by the chairman of the board of directors. When the Chairman of the Board of Directors is unable or fails to perform his duties, the board of director can designate a director of the Company to convene the meeting on his/her behalf and act as the chairman of the meeting. When the chairman of the meeting is not designated, the shareholders present at the meeting can elect one person to serve as the chairman. If the shareholders are unable to elect the chairman of the meeting for any reason, the shareholder present who holds the greatest number of voting shares (including his or her proxy) shall serve as the chairman of meeting.

At a General Meeting convened by the Board of Supervisors, the chairman of the Board of Supervisors shall preside over the meeting. When the chairman of the Board of Supervisors is unable or fails to perform his or her duty, a supervisor jointly recommended by more than half of the supervisors shall preside over the meeting.

Article after amendment

Article 76

The general meeting shall be convened by the Board and chaired by the Chairman of the Board of Directors. In the event the Chairman of the Board of Directors is unable or fails to perform his/her duties, a director jointly recommended by more than half of the directors shall preside over the meeting. In the event that the Board is unable or fails to perform its duty to convene the general meeting, the board of supervisors shall convene and chair such meeting on a timely basis; in the event that the board of supervisors fails to or does not convene and preside over a general meeting, shareholders individually or collectively holding more than 10% of the Company’s shares for more than 90 consecutive days may convene and preside over the meeting on a unilateral basis.

If a General Meeting is convened by the shareholders, the convener shall recommend a representative to preside over the meeting.

When a General Meeting is held, if the chairman of the meeting violates this Rules of Procedure, making continuance of the meeting impossible, with the consent of the shareholders holding more than half of the voting rights present at the meeting, the General Meeting may elect a person to serve as chairman of the meeting and the meeting shall continue. If the shareholders cannot elect the presider for any reason, the shareholder present and holding the largest number of shares with voting rights (including the proxy) shall serve as the chairman of the meeting.

– 10 –

NOTICE OF THE EGM

JiaXing Gas Group Co., Ltd.* 嘉興市燃氣集團股份有限公司

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

(Stock Code: 9908)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of JiaXing Gas Group Co., Ltd. (嘉興市燃氣集團股份有限公司) (the “ Company ”) will be held at the meeting room of the Company, 1st Floor, Building 3, Hualong Plaza, Economic and Technological Development Zone, Jiaxing, Zhejiang Province, the PRC on Wednesday, 18 November 2020 at 10 a.m. for the purpose of considering, and if thought fit, passing (with or without amendments or supplements) the following resolution (unless the context requires otherwise, the Capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 29 October 2020 (the “ Circular* ”)) as a special resolution of the Company:

SPECIAL RESOLUTION

1. “ THAT the proposed amendments to the Articles of Association set out in the Appendix to the Circular be and are hereby approved, and that any one of the Directors or the Company Secretary of the Company be and is hereby authorised to do all such acts and things, sign all such documents and generally take all such steps as he/she, in his/her absolute discretion, considers necessary, desirable or expedient for the purpose of implementing and/or giving effect to the proposed amendments to the Articles of Association.”

On behalf of the Board of Directors JiaXing Gas Group Co., Ltd.* Sun Lianqing Chairman and Executive Director

Jiaxing, the PRC, 29 October 2020

Notes:

1. For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 13 November 2020 to Wednesday, 18 November 2020, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, H Shareholders whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company’s H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Thursday, 12 November 2020 (Hong Kong time) for registration.

• For identification purpose only

– 11 –

NOTICE OF THE EGM

1. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. Where a shareholder appoints more than one proxy, his proxies can only vote on a poll. In view of the development of the coronavirus disease 2019 (COVID-19) pandemic, shareholders may consider appointing the chairman of the EGM as his/her proxy to vote on the resolutions, instead of attending EGM in person.

2. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorised executive officer(s) or duly authorised attorney(ies). If that instrument is signed by an attorney of a shareholder, the power of attorney or other document authorising that attorney to sign must be notarised.

3. In order to be valid, the form of proxy together with the notarised power of attorney or other authorisation document (if any) must be deposited at the Company’s registered office in the PRC (for Domestic Shareholders) or at the H share registrar of the Company, Tricor Investor Services Limited (for H Shareholders) not less than 24 hours before the time fixed for the meeting (i.e. not later than 10 a.m. on Tuesday, 17 November 2020 (Hong Kong time)).

4. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointer, or the revocation of the proxy or of the authority under which the form of proxy was executed, or the transfer of shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the EGM.

5. The address and contact details of the Company’s H share registrar, Tricor Investor Services Limited, are as follows:

As to the transfer documents: Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

As to the form of proxy: Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong Telephone No.: +852 2980 1333

Facsimile No.: +852 2810 8185

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

5th Floor, Building 3, Hualong Plaza, Economic and Technological Development Zone, Jiaxing, Zhejiang Province, PRC Telephone No.: +86 (573) 8221 6881 Facsimile No.: +86 (573) 8222 7685 Name: Lu Chen Jia

1. In accordance with the Company’s Articles of Association, where two or more persons are registered as the joint holders of any share, only the person whose name appears first in the register of members shall be entitled to receive this notice, and this notice, when served on such person, shall be deemed to have be given to all joint holders of such share.

2. The EGM is expected to be concluded within half a day. Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation and accommodation expenses.

3. Shareholders or their proxies shall produce their identification documents for inspection when attending the EGM.

4. All resolution(s) at the meeting will be taken by poll pursuant to the Listing Rules. The Chairman of the Board of Directors may demand poll for voting pursuant to the Articles of Association. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.jxrqgs.com/) in accordance with the Listing Rules.

As at the date of this notice, our executive Directors are Mr. Sun Lianqing and Mr. Xu Songqiang, our non-executive Directors are Mr. He Yujian, Mr. Zheng Huanli and Mr. Fu Songquan and our independent non-executive Directors are Mr. Xu Linde, Mr. Yu Youda and Mr. Cheng Hok Kai Frederick.

– 12 –