Jinke Smart Services Group Co., Ltd. - Proxy Solicitation & Information Statement 2023

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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Jinke Smart Services Group Co., Ltd., you should at once hand this circular, together with the accompanying proxy forms, to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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Jinke Smart Services Group Co., Ltd. 金科智慧服務集團股份有限公司

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

(Stock Code: 9666)

(1) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR;

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used on this cover shall have the same meanings as those defined in the section headed “Definitions” in this circular, unless the context requires otherwise.

A notice convening the EGM to be held at Building A4, East Zone, Jinke Shiniancheng, No. 480, Panxi Road, Shimahe Street, Jiangbei District, Chongqing, PRC on Friday, 13 October 2023 at 3:00 p.m. is set out on pages 78 to 79 of this circular. A proxy form for use at the EGM is also enclosed in this circular. Such proxy form for use at the EGM is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.jinkeservice.com).

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meeting thereof if they so wish.

25 September 2023

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Appointment of Independent Non-Executive Director . . . . . . . . .	4
3.	Proposed Amendments to the Articles of Association. . . . . . . . . . . . . . . . .	5
4.	EGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I – PROPOSED AMENDMENTS TO THE ARTICLES
	OF ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
NOTICE	OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	78

– i –

DEFINITIONS

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

“Articles of Association”

the articles of association of the Company currently in force

“Board”

the board of Directors

“Company”

Jinke Smart Services Group Co., Ltd. (金科智慧服務集團股份有限公司), a joint stock company incorporated in the PRC with limited liability and the H Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 9666)

“CSRC”

China Securities Regulatory Commission (中國證券監督管理委員會), a regulatory body responsible for the supervision and regulation of the PRC national securities markets

“Director(s)” the director(s) of the Company
“EGM”

the extraordinary general meeting of the Company (or any adjournment thereof) to be convened and held on Friday, 13 October 2023 at 3:00 p.m. for the purpose of considering and, if thought fit, approving, the appointment of independent non-executive Director and the Proposed Amendments

“Group” the Company and its subsidiaries
“H Share(s)”

the overseas listed foreign share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars and listed on the Main Board of the Stock Exchange

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Hong Kong Dollars”

Hong Kong dollars, the lawful currency of Hong Kong

“Latest Practicable Date”

20 September 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

– 1 –

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
“PRC”	the People’s Republic of China, for the purpose of this
	circular, shall exclude Hong Kong, the Macau Special
	Administrative Region of the People’s Republic of China
	and Taiwan
“Proposed Amendments”	the proposed amendments to the Articles of Association
	as described in the section headed “Proposed
	Amendments to the Articles of Association” of this
	circular
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	share(s) in the share capital of the Company, with a
	nominal value of RMB1.00 each, comprising the H
	Shares only
“Shareholder(s)”	holder(s) of Share(s)
“State Council”	the State Council of the PRC (中華人民共和國國務院)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent

– 2 –

LETTER FROM THE BOARD

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Jinke Smart Services Group Co., Ltd. 金科智慧服務集團股份有限公司

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

(Stock Code: 9666)

Executive Director: Mr. Xia Shaofei (Chairman) Non-executive Directors: Mr. Xu Guofu Mr. Liang Zhongtai Mr. Wu Xiaoli Ms. Lin Ke Mr. Wei Yi

Independent Non-executive Directors: Ms. Yuan Lin Ms. Xiao Huilin

Headquarters in the PRC: Building A4 East Zone Jinke Shiniancheng No. 480, Panxi Road Shimahe Street Jiangbei District Chongqing, PRC

Registered office in the PRC: Jinke Huayuan Wuhuang Road Wulidian Street Jiangbei District Chongqing, PRC

Principal place of business in Hong Kong: 40th Floor Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong

25 September 2023

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR;

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 28 August 2023 in relation to, inter alia , the proposed appointment of Mr. Tung Woon Cheung Eric (“ Mr. Tung ”) as an independent non-executive Director and the Proposed Amendments.

– 3 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among others, (i) further information in relation to the proposed appointment of Mr. Tung as an independent non-executive Director; (ii) further information in relation to the Proposed Amendments; and (iii) a notice convening the EGM.

2. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

As disclosed in the announcement of the Company dated 28 August 2023, the Board, with the recommendation of the nomination committee of the Company, has resolved to nominate Mr. Tung as a candidate for the proposed appointment of independent non-executive Director, subject to the approval by the Shareholders by way of an ordinary resolution at the EGM.

The biographical details of Mr. Tung are set out as follows:

Mr. Tung Woon Cheung Eric (董渙樟), aged 52, graduated from York University, Toronto, Canada with a bachelor’s honours degree in administrative studies.

Mr. Tung had extensive experience in auditing and advisory services with top tier international accounting firms. Mr. Tung has served as the chief financial officer of Beijing Enterprises Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 392) since April 2000. Mr. Tung has served as an independent non-executive director of South China Financial Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 619) since September 2004, and an executive director, the chief financial officer and company secretary of Beijing Enterprises Water Group Limited (a company listed on the Main Board of the Stock Exchange, stock code: 371) since August 2011. Mr. Tung has also served as an independent non-executive director of GR Life Style Company Limited (a company listed on the Main Board of the Stock Exchange, stock code: 108) since April 2014.

Mr. Tung is a Hong Kong Certified Public Accountant and a U.S. licensed practice Certified Public Accountant.

Subject to the approval of the Shareholders by way of an ordinary resolution at the EGM, the Company will enter into an appointment letter with Mr. Tung. The initial length of service will commence from the date of the EGM and ends when the term of the second session of the Board expires. Pursuant to the appointment letter, Mr. Tung is entitled to a director’s remuneration of RMB25,000 per month (before tax), which was determined by the Board on the recommendation of the remuneration committee of the Company with reference to his qualifications, experience, duties and responsibilities, and the prevailing market conditions.

Save as otherwise disclosed, Mr. Tung has confirmed that as at the Latest Practicable Date, (i) he does not hold any other positions with the Company and other members of the Group; (ii) he does not, nor did he in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) he does not have any relationships with any Directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) he does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

– 4 –

LETTER FROM THE BOARD

Save as disclosed above, Mr. Tung has confirmed that, there are no other matters relating to his proposed appointment that are required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his proposed appointment that need to be brought to the attention of the Shareholders.

Mr. Tung confirmed that he has satisfied the independence criteria as stipulated in Rule 3.13 of the Listing Rules. The Company has assessed his independence and considered that he meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent. The nomination committee of the Company and the Board have reviewed and considered the experience, skills and knowledge of Mr. Tung. He has accounting qualification and extensive knowledge and experience in the accounting field as well as extensive experiences to act as directors of listed companies on the Stock Exchange. Mr. Tung is able to promote the Board diversity and provide valuable advice to the Board in terms of accounting and corporate governance.

3. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In order to meet the actual needs of business development of the Company, the Company proposed to change its registered address from “Jinke Huayuan”, Wuhuang Road, Wulidian Street, Jiangbei District, Chongqing, PRC to No. 1 affiliated to 484 Panxi Road, Shima River Street, Jiangbei District, Chongqing, PRC. The proposed change in registered address is subject to the approval by the Shareholders on the relevant amendments to the Articles of Association and the approval of, and registration or filing with, the relevant competent authorities in the PRC.

As disclosed in the next day disclosure returns of the Company dated 30 June 2023 and 8 August 2023, the Company has cancelled a total of 7,065,000 H Shares (the “ Share Cancellation ”) repurchased by the Company during the period from 12 June 2023 to 27 July 2023. After the Share Cancellation, the total number of issued H Shares was reduced from 652,848,100 H Shares to 645,783,100 H Shares, and the registered capital of the Company was reduced from RMB652,848,100 to RMB645,783,100.

On 17 February 2023, the State Council issued the Decision of the State Council to Repeal Certain Administrative Regulations and Documents (《國務院關於廢止部分行政法規和文件的決定》) and the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) (the “ Trial Measures ”) and related Guidelines (together, the “ New PRC Regulations ”), which came into effect on 31 March 2023. On the same date as the New PRC Regulations took effect, the Mandatory Provisions for Companies Listing Overseas (《到境外上市公司章程必備條款》) (the “ Mandatory Provisions ”) set forth in Zheng Wei Fa (1994) No. 21 (證委發(1994)21號文件) issued on 27 August 1994 by the State Council Securities Policy Committee and the State Commission for Restructuring the Economic System and the Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (《國務院關於股份有限公司境外募集股份及上市的特別規定》) issued on 4 August 1994 by the State Council were repealed. PRC issuers shall formulate their articles of association with reference to the Guidelines for Articles of Association of Listed Companies (《上市公司章程指引》) issued by the CSRC in place of the Mandatory Provisions. In light of the New PRC Regulations, the Stock Exchange has adopted certain consequential amendments to the Listing Rules which came into effect on 1 August 2023.

– 5 –

LETTER FROM THE BOARD

In light of the above and taking into account the current registered capital of the Company after the Share Cancellation, actual circumstances of the Company (including the change of registered address of the Company) and the prevailing legal requirements, the Board proposed to amend the existing Articles of Association. The Company considers that the Proposed Amendments will not result in any adverse impact on the shareholder protection mechanism provided in the Articles of Association. On the contrary, the Proposed Amendments are consistent with the Company’s objective of providing the Shareholders with the same protection as that afforded to shareholders of non-PRC issuers listed on the Stock Exchange. For details of the Proposed Amendments, please refer to Appendix I to this circular.

The Proposed Amendments are subject to the approval by the Shareholders by way of a special resolution at the EGM. The Proposed Amendments shall come into effect upon the passing of the special resolution at the EGM. Prior to the passing of the special resolution at the EGM, the prevailing Articles of Association shall remain valid.

The Articles of Association are prepared and written in Chinese without formal English version. As such, any English translation shall be for reference only. In the event of any inconsistency, the Chinese version shall prevail.

4. EGM AND PROXY ARRANGEMENT

The EGM will be held at Building A4, East Zone, Jinke Shiniancheng, No. 480, Panxi Road, Shimahe Street, Jiangbei District, Chongqing, PRC on Friday, 13 October 2023 at 3:00 p.m., for the purpose of considering and, if thought fit, passing the relevant resolutions to approve the proposed appointment of Mr. Tung and the Proposed Amendments. A notice convening the EGM is set out on pages 78 to 79 of this circular. A proxy form for use at the EGM is also enclosed in this circular.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the ordinary resolution in relation to the proposed appointment of Mr. Tung and the special resolution in relation to the Proposed Amendments.

If Shareholders intend to appoint a proxy to attend the EGM, Shareholders are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon and return it by personal delivery or by post not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). The proxy form should be returned to the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the EGM or at any other adjourned meeting thereof (as the case may be) if they so wish.

– 6 –

LETTER FROM THE BOARD

5. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the EGM will exercise his power under the Articles of Association to demand a poll in relation to the proposed resolutions at the EGM.

6. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 10 October 2023 to Friday, 13 October 2023 (both dates inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, holders of H Shares whose transfer documents have not been registered are required to deposit all properly completed share transfer forms together with the relevant share certificates to the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Monday, 9 October 2023 for registration.

7. RECOMMENDATION

The Board considers that the ordinary resolution in relation to the proposed appointment of Mr. Tung and the special resolution in relation to the Proposed Amendments to be proposed at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of these resolutions to be proposed at the EGM.

By order of the Board Jinke Smart Services Group Co., Ltd. Xia Shaofei Chairman

– 7 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

The details of the Proposed Amendments are shown herein (with strikethrough to denote text to be deleted and underline to denote text to be added) as follows. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the new articles. If the serial numbering of the clauses, paragraphs and article numbers of the existing articles is changed due to the addition, deletion or re-arrangement of certain clauses, paragraphs and article numbers made in these amendments, the serial numbering of the clauses, paragraphs and article numbers of the existing articles as so amended shall be changed accordingly, including cross references.

CHAPTER I GENERAL PROVISIONS

Article 1 Jinke Smart Services Group Co., Ltd. (the “Company”) is a joint stock company established in accordance with the Company Law of the People’s Republic of China (the “Company Law”). The Articles of Association is formulated in accordance with the Company Law, ~~the Special Regulations of the State Council on Overseas Offering and Listing of Shares by Joint Stock Limited Companies, the Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas,~~ the Securities Law of the People’s Republic of China, the Rules Governing (the “Listing Rules”) the Listing of Securities on The Stock Exchange of Hong Kong Limited [(the “Hong Kong Stock Exchange”)] and other relevant laws, administrative rules, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed.
Article 2 The Company was incorporated upon registration in Chongqing City on July 18, 2000 and was entirely converted into a joint stock company with limited liability by way of promotion from Jinke Property Services Group Co., Ltd. on May 25, 2020, with its joint stock company business license obtained on May 28, 2020. The unified social credit code of the Company: 91500105450411798D. The promoters of the Company: Jinke Property Group Co., Ltd., Tianjin Hengye Meihao Management Consulting Partnership (Limited Partnership), Beijing Ronghui Ruiguang Investment Management Center (Limited Partnership), Ningbo Meishan Bonded Port Area Huagai Shengyuan Equity Investment Partnership (Limited Partnership), CITIC Securities Investment Co., Ltd., Beijing Ronghui Yangguang Xinxing Industries Investment Management Center (Limited Partnership), Tianjin Jinheng Hongxin Management Consulting Partnership (Limited Partnership) and Tianjin Zhuoyue Gongying Jinke Management Consulting Partnership (Limited Partnership).

Article 3 Registered name of the Company:

Full name in Chinese: 金科智慧服務集團股份有限公司

Full name in English: JINKE SMART SERVICES GROUP CO., LTD.

Name of the Group Company: Jinke Smart Services Group

– 8 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Domicile of the Company: ~~“Jinke Huayuan”, Wuhuang Road, Wulidian Street,~~ No. 1 affiliated to 484 Panxi Road, Shima River Street, Jiangbei District, Chongqing, PRC. The legal representative of the Company is the chairman or the general manager (president) of the Company. The Company is a joint stock company with limited liability with perpetual existence. All the assets of the Company are divided into shares of equal value. Shareholders shall be liable to the Company to the extent of the shares they have subscribed for. The Company shall be liable for its debts to the extent of all of its assets. The Articles of Association shall become effective on the date when they are passed by way of a special resolution at the general meeting of the Company ~~dhllbfftithdththlitdhfth~~	Domicile of the Company: ~~“Jinke Huayuan”, Wuhuang Road, Wulidian Street,~~ No. 1 affiliated to 484 Panxi Road, Shima River Street, Jiangbei District, Chongqing, PRC. The legal representative of the Company is the chairman or the general manager (president) of the Company. The Company is a joint stock company with limited liability with perpetual existence. All the assets of the Company are divided into shares of equal value. Shareholders shall be liable to the Company to the extent of the shares they have subscribed for. The Company shall be liable for its debts to the extent of all of its assets. The Articles of Association shall become effective on the date when they are passed by way of a special resolution at the general meeting of the Company ~~dhllbfftithdththlitdhfth~~	~~“JikH” WhRd WlidiStt~~
~~an sa ecome eecve on e ae wen e overseas se sares o e~~ ~~Clitddtdd ThStkEhfHKLiitd~~
~~ompany are se an rae on e oc xcange o ong ong me~~ ~~(the “Hong Kong Stock Exchange”)~~. From the effective date, the Articles of Association shall become a legally binding document regulating the organisation and activities of the Company, as well as the rights and obligations between the Company and its shareholders, and among the shareholders. The Articles of Association are binding on the Company and its shareholders, directors, supervisors and other senior management, all of whom have the rights to make claims on any matters of the Company pursuant to the Articles of Association. A shareholder may take legal action against the Company pursuant to the Articles of Association; the Company may take legal action against any shareholder pursuant to the Articles of Association; a shareholder may take legal action against another shareholder pursuant to the Articles of Association; a shareholder may take legal action against the directors, supervisors and other senior management of the Company pursuant to the Articles of Association; the Company may take legal action against the shareholders, directors, supervisors, managers and other senior management. The legal action as referred to in the preceding paragraph includes applications to competent courts or arbitration tribunals. The Company may invest in other ~~limited liability companies, joint stock~~ ~~liitdithtitidthlibilitifthCt~~
		~~me ay companes, jon soc~~ ~~dthlibilitifthCt~~
~~me companes or oer enes, ~~ ~~it tit hll b liitd t th~~		~~an e aes o e ompany o an~~ ~~t f it itl tibti t h~~
~~nvesee eny s~~ ~~ittiti~~	~~a e me o e amoun o s capa conruon o suc~~ enterprises provided that unless otherwise provided by laws,
several liabilities of the enterprises it invested in.

– 9 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article 10 The “other senior management” referred to in the Articles of Association means the executive general manager (chief executive officer), the deputy general manager (vice president), chief financial officer (financial director), secretary to the Board and other senior management designated by the board of directors.

CHAPTER II BUSINESS OBJECTIVES AND SCOPE

Article 11 The business objectives of the Company: With users’ satisfaction as the core and technological innovation as the engine, the Company aims to become a leader in global smart life services, stay true to the original aspirations and ideals, build a “community of shared development and destiny” with customers, employees and shareholders and create more value for the society.

Article 12

The scope of business of the Company: licensed items: labour dispatch services, operational services on urban household waste, the installment, modification and repairing of special equipment (for items required to be approved by laws, operation may be conducted only with the approval of relevant departments, and specific licensed items should be determined by approval documentations or licenses issued by relevant departments); general items: property management; parking lot management services; property agency (excluding property appraisal); green maintenance; seedling operation; construction and management of green projects; delivery of green materials; river channel clearing; cleansing services; cleaning services; household management services; septic tank cleaning services; external walls cleaning services; catering management; nursing services for patients; meeting services; indoor and outdoor decoration; houses repairing services (the house structure shall not be changed); swimming pool management; logistics management services for companies; hotel management; information consultancy services (excluding licensed information consultancy services); human resources management (excluding professional intermediary activities); health consultancy services (excluding diagnosis and treatment services); services for the aged; urban parks management; urban green management; etiquette services; construction of parks and green projects; heat generation and supply; forest pest prevention services; buildings cleaning services; household management services; hospital management; scenic spots management; scenic areas management; municipal facilities management; professional cleaning, washing and disinfection services; construction projects; general aviation services; aviation business services; aviation operation and support services; air transport cargo packing services; road management and maintenance; conference and exhibition services; water-related consulting services; natural water collection and distribution; fire-fighting technical services; urban and rural amenities management; water pollution control; business agency services; catering services; daily life services for residents; cultural venues management services; water resources management; accommodation services; organization of cultural and artistic exchange activities; marketing planning; commercial complex management services; information system integration services; environmental protection monitoring; business management consulting; furniture installation and repair services; residential interior decoration (except for items that are subject to approval in accordance with the laws, the business activities should be conducted independently with the business licenses in accordance with the laws).

The scope of business of the Company shall be the scope of business as approved by company registration authorities.

– 10 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

CHAPTER III SHARES AND REGISTERED CAPITAL

~~Article 13 All the shares issued by the Company are ordinary shares. The Company may create other classes of shares according to it needs, upon approval by the authorities that are authorised by the State Council.~~
Article ~~14~~ 13 The shares of the Company shall be issued in the form of share certificates. All the shares issued by the Company shall have a par value, which shall be RMB1 for each share.
Article ~~15~~ 14 The shares of the Company shall be issued in accordance with the principles of openness, equitability and fairness. Each share of the same class shall carry the same rights.

Shares of the same class and in the same issue shall be issued on the same conditions and at the same price. Any entity or individual shall pay the same price for each of the shares it/he/she subscribes for.

Article ~~16~~ 15 ~~Subject to the approval of the State Council’s securities authority, the~~ The Company ~~may issue shares to domestic investors and foreign investors and~~ shall register and file with China Securities Regulatory Commission according to the laws for the issuance of shares to domestic investors and foreign investors.

“Foreign investors” as referred to in the preceding paragraph mean those investors who subscribe for the shares of the Company and are located in foreign countries and in the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan. “Domestic investors” mean those investors who subscribe for the shares of the Company and are located within the territory of the People’s Republic of China excluding the regions mentioned above.

Article ~~17~~ 16 Shares issued by the Company in RMB to investors for subscription shall be referred to as domestic shares. Shares issued by the Company in foreign currency to investors for subscription shall be called foreign shares. Foreign shares which are listed overseas shall be called overseas listed foreign shares.

– 11 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article ~~18~~ 17 The Company issued a total of 455,472,500 ordinary shares to its promoters upon the overall conversion into a joint stock company with limited liability. The names of promoters, the number of shares held by them and their shareholding proportions are as follows:

		Number of	Shareholding
No.	Names of Promoters	Shares Held	Proportion
1	Jinke Property Group Co., Ltd.	341,604,375	75.00%
2	Tianjin Hengye Meihao Management	50,516,464	11.09%
	Consulting Partnership (Limited
	Partnership)
3	Beijing Ronghui Ruiguang Investment	17,185,005	3.77%
	Management Center (Limited Partnership)
4	Ningbo Meishan Bonded Port Area Huagai	7,451,493	1.64%
	Shengyuan Equity Investment Partnership
	(Limited Partnership)
5	CITIC Securities Investment Co., Ltd.	9,109,450	2.00%
6	Beijing Ronghui Yangguang Xinxing	9,109,450	2.00%
	Industries Investment Management Center
	(Limited Partnership)
7	Tianjin Jinheng Hongxin Management	2,774,750	0.61%
	Consulting Partnership (Limited
	Partnership)
8	Tianjin Zhuoyue Gongying Jinke	17,721,513	3.89%
	Management Consulting Partnership
	(Limited Partnership)
	Total	455,472,500	100%

Article ~~19~~ 18 Prior to the initial public offering of overseas listed foreign shares, the registered capital of the Company was RMB500,000,000 and the total number of shares was 500,000,000, all of which are ordinary shares.

Upon the completion of the initial public offering of overseas listed foreign shares and full exercise of the over-allotment option, the registered capital of the Company was RMB652,848,100 and the total number of shares was 652,848,100, and the share capital structure of the Company includes: 652,848,100 ordinary shares, 455,472,500, 44,527,500 and 152,848,100 shares of which are respectively held by the promoters, other domestic shareholders and H shareholders.

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On 16 August 2021, the China Securities Regulatory Commission approved for the Company to convert 500,000,000 domestic shares into overseas listed shares. On 31 August 2021, the Hong Kong Stock Exchange approved the listing and trading of the aforementioned 500,000,000 converted overseas listed shares. Upon the completion of the conversion on 9 September 2021 and the listing of such converted overseas listed shares on the Main Board of the Hong Kong Stock Exchange on 10 September 2021 by the Company, the registered capital of the Company was RMB652,848,100 and the total number of shares was 652,848,100. After the completion of the cancellation of 1,556,800 H shares on 30 June 2023 and the completion of the cancellation of 5,508,200 H shares on 8 August 2023, the registered capital of the Company was RMB645,783,100 and the total number of shares was

645,783,100. The share capital structure of the Company shall be as follows: ~~652,848,100~~ 645,783,100 ordinary shares, including 0 domestic share and ~~652,848,1006~~ 45,783,100 overseas listed shares.

~~Article 20 After the Company’s plan for the offering of domestic shares and overseas listed foreign shares has been approved by the State Council’s securities authority, the board of directors of the Company may arrange for implementation of such plan by means of separate offerings. The Company’s plans for the offerings of domestic shares and overseas listed foreign shares in accordance with the preceding paragraph may be implemented separately within 15 months from the date of approval by the State Council’s securities authority.~~

~~Article 21 If the Company offers domestic shares and overseas listed foreign shares separately within the total number of shares specified in the offering plan, each offering shall be fully subscribed for in one time. If special circumstances make it impossible for each offering to be fully subscribed for in one time, the shares may be offered in separate offerings, subject to the approval of the State Council’s securities authority.~~
Article ~~22~~ 19 The shares of the Company may be transferred freely according to laws. ~~Save as otherwise provided in laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed, shares in the Company may be transferred freely and shall be clear of any lien. The transfer of overseas-listed foreign shares listed in Hong Kong shall be registered with the local share registrar appointed by the Company.~~
Article ~~23~~ 20 The Company shall not accept its own share certificates as the subject matter of a pledge.

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Article ~~24~~ 21 The shares of the Company held by the promoters shall not be transferred within one year from the date of establishment of the Company. Shares in issue prior to the public offering of the Company shall not be transferred within one year from the date of their listing on any stock exchange.

The directors, supervisors and senior management members of the Company shall report to the Company the shares of the Company that they hold and the changes in their shareholdings. During his or her term of service, he or she may not transfer more than 25 percent of his or her total holding of the Company’s same class of shares each year. Any of them may not transfer the Company’s shares he or she holds within six months after his or her departure from the Company.

Article 22 The Company or the Company’s subsidiaries (including the Company’s affiliated enterprises) shall not provide any assistance in the form of donates, advances, guarantees, compensation or loans to persons who acquire or intend to acquire the shares of the Company.

CHAPTER IV INCREASED AND REDUCTION OF CAPITAL AND BUYBACK OF SHARES

Article ~~25~~ 23 Based on its business and development, the Company may increase its capital in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed and subject to relevant requirements of the Article of Association, by any of the following methods:
(I) public offering of shares;
(II) private placement of shares;
(III) allotment of new shares to existing shareholders;
(IV) allotment of bonus shares to existing shareholders;
(V) conversion of capital reserve to share capital;
(VI) other methods permitted by laws and administrative regulations and approved by relevant competent authorities.

If the Company is to increase its capital by an offering of new shares, it shall do so by the procedure provided for in relevant laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed after such increase has been approved in accordance with the Articles of Association.

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Article ~~26~~ 24 The Company may reduce its registered capital. If the Company reduces its registered capital, it shall do so by the procedures set forth in relevant laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.
Article ~~27~~ 25 If the Company is to reduce its registered capital, it must prepare a balance sheet and a list of its property.

The Company shall notify its creditors within 10 days from the date of adoption of the resolution to reduce its registered capital and publish a public announcement of the resolution in newspapers within 30 days and post the same on its website and the website of the relevant stock exchange in accordance with the requirements of the place where the Company’s shares are listed. Creditors shall, within 30 days of receiving written notice, or within 45 days of the date of the public announcement for those who have not received written notice, be entitled to require the Company to pay its debts in full or to provide a corresponding security for repayment.

Article ~~28~~ 26 The Company shall not acquire shares of the Company. However, except in one of the following circumstances: ~~the Company may, in the following circumstances, buy back its own outstanding shares by the procedures provided for in laws, administrative regulations, departmental rules, the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association:~~
(I) to reduce the capital of the Company;
(II) to merge with other companies that hold shares in the Company;
(III) to use the shares for employee shareholding schemes or as share incentives;
(IV) to acquire the shares of shareholders (upon their request) who vote against to any resolution adopted at any general meetings on the merger or division of the Company;
(V) to us e the shares to satisfy the conversion of those corporate bonds convertible into shares issued by the listed company;
(VI) to safeguard corporate value and shareholders’ equity as the listed company deems necessary; or
(VII) other methods permitted by laws and administrative regulations and approved by relevant competent authorities.

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Where the Company purchases its own shares due to the reasons in items (I) to (II) of the preceding paragraph, a resolution shall be adopted at a general meeting in this regard. Where the Company purchases its own shares due to the circumstances specified in items (III), (V) and (VI) of the preceding paragraph, a resolution shall be adopted at a meeting of the board of directors attended by more than two-thirds of the directors in this regard.

Save as otherwise provided by relevant laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed, if the Company purchases its own shares in accordance with the provisions of paragraph 1 of this article, the shares shall be cancelled within 10 days from the date of acquisition in case of item (I); or transferred or cancelled within six months in case of items (II) and (IV); or in case of items (III), (V) and (VI), the total number of shares held by the Company shall not exceed 10 percent of its total issued shares, and such shares shall be transferred or cancelled within three years.

Article ~~29~~ 27 The Company may elect to buy back its own shares by any of the following methods:
(I) issuance to all of the shareholders of a buyback offer on a pro rata basis;
(II) buyback through open transactions on a stock exchange;
(III) buyback by agreements outside a stock exchange; or
(IV) another method approved in laws, administrative regulations or by the examination and approval authority authorised by the State Council.
Article ~~30~~ 28 If the Company is to buy back shares by agreements outside a stock exchange, prior approval shall be obtained from the general meeting in accordance with the Articles of Association. Upon prior approval by the general meeting obtained in the same manner, the Company may terminate or vary a contract concluded in the manner set forth above or waive any of its rights under such contract.

For the purposes of the preceding paragraph, “contracts for the buyback of shares” shall include but not be limited to agreements whereby buyback obligations are undertaken and buyback rights are acquired.

The Company may not transfer a contract for the buyback of its own shares or any of its rights thereunder.

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With respect to redeemable shares which the Company has the right to buy back, if the buyback is to be made in a manner other than through the market or by tender, the buyback price must be limited to a maximum price; if the buyback is to be made by tender, tenders shall be available to all shareholders alike.

Article ~~31~~ 29 Unless the Company has already entered the liquidation stage, it must comply with the following provisions in buying back its outstanding shares:
(I) if the Company buys back shares at their par value, the amount thereof shall be deducted from the book balance of distributable profit of the Company and/or from the proceeds of the new shares offer made to repurchase the old shares;
(II) if the Company buys back shares at a price higher than their par value, the portion corresponding to their par value shall be deducted from the book balance of distributable profit of the Company and/or from the proceeds of the new shares offer made to repurchase the old shares; and the portion in excess of the par value shall be handled according to the following methods:
- (1) if the shares being bought back were issued at their par value, the amount shall be deducted from the book balance of distributable profit of the Company;
- (2) if the shares being bought back were issued at a price higher than their par value, the amount shall be deducted from the book balance of distributable profit of the Company and/or the proceeds of the new share offer made to repurchase the old shares, provided that the amount paid out of the proceeds of the new share offer shall not exceed the aggregate of the premiums received on the issue of the old shares repurchased nor shall it exceed the amount in the Company’s premium account (or capital reserve account) (including the premiums from the new share offer) at the time of the buyback;
(III) the Company shall make payments for the following applications out of the Company’s distributable profits:
- (1) acquisition of the right to buy back its own shares;
- (2) modification of any contract for the buyback of its shares;
- (3) release from any of its obligations under a buyback contract.

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(IV) after the Company’s registered capital has been reduced by the aggregate par value of the cancelled shares in accordance with relevant regulations, the amount deducted from the distributable profit for payment of the par value of the repurchased shares shall be credited to the Company’s premium account (or capital reserve account).

Where laws, administrative regulations, departmental rules, normative documents and relevant provisions of the securities regulatory authority in the place where the Company’s shares are listed have otherwise provisions on the financial treatment involved in the aforesaid share buyback, such provisions shall prevail.

CHAPTER V FINANCIAL ASSISTANCE FOR THE PURCHASE OF COMPANY SHARES

~~Article 32 Neither the Company nor its subsidiaries shall at any time provide any financial assistance in any form to purchasers or prospective purchasers of shares of the Company. Purchasers of shares of the Company as referred to above shall include persons that directly or indirectly assume obligations as a result of purchasing shares of the Company. Neither the Company nor its subsidiaries shall at any time provide any financial assistance in any form to the above obligors in order to reduce or release them from their obligations. The provisions of this Article shall not apply to the circumstances described in Article 34 of this Chapter.~~
~~Article 33 For the purposes of this Chapter, the term “financial assistance” shall include but not be limited to financial assistance in the forms set forth below: (I) gift; (II) security (including the assumption of liability or the provision of property by the guarantor to secure the performance of obligations by the obligor), indemnity (not including, however, indemnity arising from the Company’s own fault), release or waiver of any rights;~~
~~(III) provision of a loan or conclusion of a contract under which the obligations of the Company are to be fulfilled before the fulfillment of obligations of the other party to the contract, or a change in the parties to, or the assignment of rights under, such loan or contract; and~~

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~~(IV) any other form of financial assistance given by the Company when the Company is insolvent or has no net asset or when its net assets would thereby be reduced to a material extent.~~

~~The expression “incurring an obligation” referred to in this Chapter includes the incurring of obligations by the changing of the obligor’s financial position by way of a contract or the making of an arrangement (whether enforceable or not, and whether made on its own account or with any other persons), or by any other means.~~

~~Article 34 The acts listed below shall not be regarded as acts prohibited under Article 32 of this Chapter:~~

~~(I) the provision of financial assistance by the Company where the financial assistance is provided in good faith in the interests of the Company and the principal purpose of which is not for the acquisition of shares in the Company, or where the provision of financial assistance is an incidental part of certain overall plan of the Company;~~
~~(II) the lawful distribution of the Company’s properties by way of dividends;~~
~~(III) the allotment of bonus shares as dividends;~~
~~(IV) a reduction of registered capital, buyback of shares or adjustment of the share capital structure effected in accordance with the Articles of Association;~~
~~(V) the provision by the Company of a loan within its scope of operation and in the ordinary course of its business (provided that the net assets of the Company are not thereby reduced or that, to the extent that the net assets are thereby reduced, the financial assistance is provided out of its distributable profit); and~~
~~(VI) the monetary contribution by the Company to the employee share option schemes (provided that the net assets of the Company are not thereby reduced or that, to the extent that the net assets are thereby reduced, the financial assistance is provided out of its distributable profit).~~

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CHAPTER VI V SHARE CERTIFICATES AND REGISTER OF MEMBERS

Article ~~35~~ 30 The share certificates of the Company shall be in registered form.

Besides the items provided in the Company Law, the share certificates of the Company shall also contain other items required to be specified by the stock exchange where the shares of the Company are listed.

~~During the period when the H shares are listed on the Hong Kong Stock Exchange, the Company shall ensure that all of the title documents relating to the securities listed on the Hong Kong Stock Exchange (including the H share certificates) contain the following statements, and shall instruct and procure the shares registrars not to register any subscription, purchase or transfer of share in the name of any individual holder unless and until he submits such properly executed forms to the share registrars which shall include the following statements:~~

~~(1) the share purchaser agrees with the Company and each shareholder of the Company, and the Company agrees with each shareholder, to observe and comply with the Company Law, other relevant laws and the Articles of Association;~~
~~(2) the share purchaser agrees with each shareholder, director, supervisor, general manager and senior officer of the Company and the Company acting for itself and for each director, supervisor, general manager and senior officer agrees with each shareholder to refer all differences and claims arising from the Articles of Association or any rights or obligations conferred or imposed by the Company Law or other relevant PRC laws and administrative regulations concerning the affairs of the Company to arbitration in accordance with the Articles of Association, and any reference to arbitration shall be deemed to authorize the arbitration tribunal to conduct hearing in open session and to publish its award; such arbitration shall be final and conclusive;~~
~~(3) the share purchaser agrees with the Company and each shareholder of the Company that the shares of the Company are freely transferable by the holder thereof;~~
~~(4) the share purchaser authorizes the Company to enter into a contract on his or her behalf with each director, general manager and other senior officer whereby such directors, general manager and other senior management members undertake to observe and comply with their obligations to the shareholders stipulated in the Articles of Association;~~

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~~Article 36 The share certificates shall be signed by the legal representative of the Company. If the signatures of other senior management members of the Company are required by the stock exchange on which Company shares are listed, the share certificates shall also be signed by such other senior management members. The share certificates shall become effective after the Company seal is affixed thereto or printed thereon. The affixing of the Company’s seal on the share certificates shall require the authorization of the board of directors. The signature of the chairman of the board of directors or of other relevant senior management members on the share certificates may also be in printed form.~~

~~If the Company’s shares are issued and traded in paperless form, the regulations of the securities regulator of the place where the shares of the Company are listed shall apply.~~

Article ~~37~~ 31 The Company shall keep a register of shareholders based on vouchers provided by securities registries, in which the following particulars shall be recorded:
(I) the name, address (place of domicile), occupation or nature of business of each shareholder;
(II) the class and number of shares held by each shareholder;
(III) the amount paid-up or payable in respect of shares held by each shareholder;
(IV) the serial numbers of the shares held by each shareholder;
(V) the date on which each shareholder was registered as a shareholder;
(VI) the date on which any shareholder ceased to be a shareholder.

Unless there is evidence to the contrary, the register of members shall be the sufficient evidence of the shareholders’ shareholding in the Company.

Article ~~38~~ 32 The Company may, in accordance with the mutual understanding and agreements made between the State Council’s securities authority and overseas securities regulatory authorities, keep its register of holders of overseas-listed foreign shares outside of the PRC and appoint overseas agent(s) to manage such register. The original register of holders of overseas-listed foreign shares listed on the Hong Kong Stock Exchange shall be maintained in Hong Kong.

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The Company shall maintain a duplicate of the register of holders of overseas listed foreign shares at its place of domicile. The appointed overseas agent(s) shall ensure consistency between the original version and the duplicate register of holders of overseas listed foreign shares at all times.

If there is any inconsistency between the original and the duplicate register of holders of overseas-listed foreign shares, the original version shall prevail.

~~Article 39 The Company shall maintain a complete register of members. The register of members shall include the following parts:~~
~~(I) the register of members which is maintained at the Company’s place of domicile (other than those share registers which are described in paragraphs (II) and (III) of this Article);~~
~~(II) the register of members in respect of the holders of overseas-listed foreign shares of the Company which is maintained at the place where the overseas stock exchange on which the shares are listed is located;~~
~~(III) the register of members which is maintained in such other place as the board of directors may consider necessary for the purpose of listing of the Company’s shares.~~
~~Article 40 Different parts of the register of members shall not overlap one another. No transfer of the shares registered in any part of the register shall, during the existence of that registration, be registered in any other part of the register of members.~~

~~Alteration or rectification of each part of the register of members shall be made in accordance with the laws of the place where that part of the register of members is maintained.~~

Article ~~41~~ 33 All overseas listed foreign shares for which the share capital has been paid in full may be transferred freely in accordance with the Articles of Association. The board of directors may refuse to recognize any instrument of transfer without giving any reason unless such transfer is carried out in compliance with the following conditions:
(I) payment of HK$2.50 per instrument of transfer or the charge as agreed at such time by the Hong Kong Stock Exchange has been made to the Company for the purpose of registering the instrument of transfer and other documents relating to or which may affect the title to the shares;
(II) the instrument of transfer only involves overseas listed foreign shares listed in Hong Kong;

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(III) the stamp duty payable on the instrument of transfer as required by Hong Kong laws has been paid;
(IV) relevant share certificates and evidence that the transferor has the right to transfer such shares as reasonably required by the board of directors have been provided;
(V) if the shares are to be transferred to joint holders, the number of registered joint holders may not exceed four; and
(VI) the relevant shares are not encumbered by any company lien.

All transfers of overseas listed foreign shares shall be effective with a written instrument of transfer in general or ordinary format or such other format as acceptable to the board of directors. If the transferor or transferee of the Company’s shares is a recognized clearing house as defined by relevant ordinances of Hong Kong laws in force from time to time (a “Recognized Clearing House”) or an agent thereof, the signature on the written instrument of transfer may be signed by hand or in mechanically-printed form. All instruments of transfer must be kept at the legal address of the Company or other place as may be designated by the board of directors from time to time.

Article ~~42~~ 34 Laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed on the period of suspension of share registration and transfers before the convening of the shareholders’ meeting or the benchmark date, on which the company decides to distribute dividends, shall prevail.
Article ~~43~~ 35 When the Company intends to convene a general meeting, distribute dividends, enter into liquidation and engage in other activities that need to confirm the identity of shareholders ~~require determination of shareholdings, the board of directors shall determine a specific date as equity determination date, registered shareholders at the end of which shall be the shareholders of the Company~~ the board of directors or the convener of the shareholders’ general meeting shall set a date for ascertainment of the shareholding. The shareholders who appear in the register of shareholders after the close of trading on such date shall be entitled to the relevant rights.
~~Article 44 Any person who challenges the register of members and requests to have his/her name included in or removed from the register of members may apply to the court having jurisdiction in the place of incorporation of the Company for rectification of the register of members.~~

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Article 45

~~Any shareholder who is registered in, or any person who requests to have his name (title) entered into, the register of members may apply to the Company for issuance of a replacement share certificate in respect of such shares (the “relevant shares”) if his/her share certificate (the “original share certificate”) is lost.~~

~~Applications for the replacement of share certificates from holders of domestic shares who have had their certificates stolen or damaged, or who have lost the same shall be handled in accordance with relevant provisions of the Company Law.~~

~~Applications for the replacement of share certificates from holders of overseas listed foreign shares who have had their certificates stolen or damaged, or who have lost the same may be handled in accordance with the laws, stock exchange rules or other relevant regulations of the place where the original of the register of holders of overseas listed foreign shares is kept.~~

~~Where a holder of H shares who has lost his or her share certificate applies for replacement thereof, such replacement shall comply with the following requirements:~~

~~(I) the applicant shall submit the application in the standard form prescribed by the Company accompanied by a notarial certificate or statutory declaration; the notarial certificate or statutory declaration shall include the applicant’s reason for the application, the circumstances and evidence of the loss of the share certificate and a declaration that no other person may request registration as a shareholder in respect of the relevant shares;~~
~~(II) the Company shall not have received any declaration requesting registration as a shareholder in respect of the shares from any person other than the applicant before it decides to issue a replacement share certificate;~~
~~(III) if the Company decides to issue a replacement share certificate to the applicant, it shall publish a public announcement of its intention to do so in the newspapers or periodicals designated by the board of directors; the period of the public announcement shall be 90 days, during which its publication shall be repeated at least once every 30 days;~~
~~(IV) before publishing the public announcement of its intention to issue a replacement share certificate, the Company shall submit a copy of the announcement to be published to the stock exchange where it is listed and may proceed with publication after having received a reply from the stock exchange confirming that the announcement has been displayed in the stock exchange; the announcement shall be displayed in the stock exchange for a period of 90 days;~~

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~~If the application for issuance of a replacement share certificate was made without the consent of the registered holder of the relevant shares, the Company shall mail to such shareholder a photocopy of the public announcement that it intends to publish;~~

~~(V) if, at the expiration of the 90-day periods provided for in items (III) and (IV) hereof, the Company has not received any objection to the issuance of a replacement share certificate from any person, it may issue a replacement share certificate in accordance with the application of the applicant;~~
~~(VI) when the Company issues a replacement share certificate under this Article, it shall immediately cancel the original share certificate and record such cancellation and the issuance of the replacement share certificate in the register of shareholders; and~~
~~(VII) all expenses of the Company for the cancellation of the original share certificate and the issuance of a replacement share certificate shall be borne by the applicant. The Company shall be entitled to refuse to take any action until the applicant has provided reasonable security.~~
~~Article 46 After the Company has issued a replacement share certificate in accordance with the Article of Association, it may not delete from the register of shareholders the name of a bona fide purchaser of the replacement share certificate mentioned above or of a shareholder that is subsequently registered as the owner of the shares (provided that he or she is a bona fide purchaser).~~
~~Article 47 The Company shall not be liable for damages in respect of any damage suffered by any person from the cancellation of the original share certificate or the issuance of the replacement share certificate, unless the claimant can prove fraud on the part of the Company.~~

CHAPTER VII VI RIGHTS AND OBLIGATIONS OF SHAREHOLDERS

Article ~~48~~ 36 A shareholder of the Company is a person who lawfully holds shares of the Company and whose name (title) is recorded in the register of members.

A shareholder shall enjoy relevant rights and assume relevant obligations in accordance with the class and number of shares he/she holds. Shareholders holding the same class of shares shall enjoy the same rights and assume the same obligations.

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Shareholders are entitled to speak and vote at general meetings (unless individual shareholders are required to abstain from voting on individual matters in accordance with applicable laws and regulations and the listing rules of the stock exchange where the Company’s shares are listed).

~~A shareholder shall enjoy relevant rights and assume relevant obligations in accordance with the class and number of shares he/she holds. Shareholders holding the same class of shares shall enjoy the same rights and assume the same obligations.~~

Any shareholder is entitled to appoint a proxy, but such proxy need not be a shareholder of the Company. Where the shareholder of the Company is a legal person, its legal representative, the agent of its legal representative or a person authorised by the resolution of the board of directors or other decision-making authorities shall exercise its rights on its behalf. If the legal person has appointed a representative to attend any meeting, he shall be deemed to be present in person.

No powers shall be taken to freeze or otherwise impair any of the rights attaching to any shares by reason only that the person or persons who are interested directly or indirectly therein have failed to disclose their interests to the Company.

Article ~~49~~ 37

Holders of the ordinary shares of the Company shall enjoy the following rights in accordance with applicable laws and the Articles of Association:

(I) the right to dividends and other profit distributions in proportion to the number of shares held;
(II) the right to propose, convene and preside over, to attend or appoint proxies to attend general meetings and to exercise the corresponding voting right;
(III) the right to supervise, present proposals or raise enquiries about the Company’s ~~business~~ operations;
(IV) the right to transfer, give as a gift or pledge the shares in their possession in accordance with laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association;

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(V) The Hong Kong branch register of shareholders must be available for inspection by shareholders, however, the Company is allowed to close the register of members on terms equivalent to section 632 of the Companies Ordinance (The Laws in Hong Kong);
(VI) the right to inspect these Articles of Association, the register of shareholders, the corporate bond stubs, the minutes of the general meeting of shareholders, the resolutions of the board of directors, the resolutions of the supervisory committee, and the financial reports of the Company; ~~the right to obtain relevant information in accordance with the Articles of Association, including:~~

~~1. The right to obtain a copy of the Articles of Association, subject to payment of a reasonable fee;~~

~~2. The right to inspect for free and copy, subject to a payment of a reasonable fee:~~

  - ~~(1) All parts of the register of members;~~

  - ~~(2) Personal particulars of each of the Company’s directors, supervisors, general manager, and other senior management, including:~~

     - ~~(a) present and former name or alias;~~

     - ~~(b) principal address (place of domicile);~~

     - ~~(c) nationality;~~

     - ~~(d) full-time and all other part-time occupations and positions;~~

     - ~~(e) identity document and its number.~~

  - ~~(3) the state of the Company’s issued share capital and special resolution of the shareholders;~~

  - ~~(4) reports showing the aggregate par value, quantity, the maximum and minimum prices paid in respect of each class of shares repurchased by the Company since the end of the last financial year, and the aggregate amount paid by the Company for this purpose;~~

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~~(5) counterfoils of corporate bonds, minutes of general meetings, resolutions of the meetings of the board of directors, resolutions of the Supervisory Committee meetings and financial and accounting reports;~~
~~(6) copy of the latest annual return filed with the company registration Authorities of the PRC or other competent authorities (if applicable).~~

~~The Company shall make the foregoing documents available for inspection by shareholders at its domicile and at its place of business in Hong Kong.~~

(VII) in the event of the termination or liquidation of the Company, the right to participate in the distribution of the remaining property of the Company in proportion to the number of shares held;
(VIII) the right to require the Company to repurchase its shares held by the dissident shareholders when they cast votes against the proposal for merger or division at the shareholders’ general meeting of the Company;
(IX) ~~(VIII)~~ such other rights conferred by laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.

If a shareholder asks to review the information mentioned in the preceding Article or makes a request for information, he or she shall submit to the Company written documents evidencing the class and number of shares he or she holds. The Company shall provide the same as requested by the shareholder after authenticating his or her identity.

Article ~~50~~ 38 Shareholders of common shares of the Company shall have the following obligations:
(I) to abide by the Articles of Association;
(II) to pay the share subscription price based on the shares subscribed for by them and the method of acquiring such shares;
(III) not to withdraw their shares, unless required by laws and regulations;
(IV) not to abuse the rights of shareholders to harm the interests of the Company or other shareholders; and not abuse the right of the independent status of the Company and the limited liability of shareholders to harm the interests of the Company’s creditors;

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(V) ~~(III)~~ to assume other obligations required by laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.

~~Shareholders shall not be liable to make any further contributions to the share capital other than according to the terms agreed by the subscribers at the time of share subscription~~ .

A shareholder of the Company who abuses the rights as a shareholder and causes losses to the Company or other shareholders shall be liable for compensation according to laws. Where a shareholder of the Company abuses the independent status of the Company and the limited liability of the shareholder to evade debts and seriously damages the interests of the Company’s creditors, the shareholder shall be jointly and severally liable for the debts of the Company.

Article ~~51~~ 39 If a holder of at least 5 percent of the voting shares of the Company wishes to create a pledge over his or her shares, he or she shall report the same in writing to the Company in a timely manner in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed.
~~Article 52 In addition to obligations imposed by relevant laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed, a controlling shareholder of the Company exercises his/her right as a shareholder, he/she shall not exercise his/her voting rights in respect of the following matters in a manner prejudicial to the interests of all or part of the shareholders of the Company:~~
~~(I) to waive a director or supervisor of his responsibility to act honestly in the best interests of the Company;~~
~~(II) to approve the expropriation by a director or supervisor (for his/her own benefits or for the benefits of another person), in any way, of the Company’s properties, including but not limited to any opportunities beneficial to the Company;~~
~~(III) to approve the expropriation by a director or supervisor (for his own benefits or for the benefits of another person) of personal rights of other shareholders, including but not limited to rights to distributions and voting rights save pursuant to a corporate restructuring tabled at a general meeting for approval in accordance with the Articles of Association.~~

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CHAPTER VIII VII GENERAL MEETINGS

Article ~~53~~ 40 The general meeting shall be the organ with supreme authority of the Company and shall exercise its functions and powers in accordance with the law.

Article ~~54~~ 41

The general meeting shall exercise the following functions and powers:

(I) to decide on the operating policies and investment plans of the Company;
(II) to elect and replace directors who are not representatives of the employees and to decide on matters relating to the remuneration;
(III) to elect and replace non-employee representative supervisors and to decide on matters relating to their remuneration;
(IV) to consider and approve reports of the board of directors;
(V) to consider and approve reports of the supervisory committee;
(VI) to consider and approve the annual financial budgets and final accounts of the Company;
(VII) to consider and approve the profit distribution plans and loss recovery plans of the Company;
(VIII) to make resolutions on increasing or reducing the registered capital of the Company;
(IX) to make resolutions on the merger, division, dissolution, liquidation/winding-up or change in corporate form of the Company;
(X) to make resolutions on the issuance of corporate bonds;
(XI) to make resolutions on the engagement, dismissal or non-renewal of the engagement of accounting firms by the Company;
(XII) to amend the Articles of Association;
(XIII) to consider matters raised by a shareholder alone or shareholders together holding more than three percent (including three percent) of the shares of the Company;
(XIV) to consider other matters that required to be resolved by the general meeting as prescribed by laws, administrative regulations, departmental rules and the Articles of Association.

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Article ~~55~~ 42 The Company shall not conclude any contract with any person other than a director, a supervisor, a general manager or other senior management whereby such person is put in charge of the management of the whole or a substantial part of the Company’s business without the approval by way of a special resolution ~~of~~ at the shareholders’ general meeting unless the Company is in crisis and other special circumstances.
Article ~~56~~ 43 General meetings include annual general meetings and extraordinary general meetings. General meetings shall be convened by the board of directors. Annual general meetings shall be convened once a year and within six months after the end of the preceding fiscal year.
Article ~~57~~ 44 The Company shall convene an extraordinary general meeting within two months from the date of the occurrence of any of the following circumstances:
(I) the number of directors is less than the number provided for in the Company Law or less than two-thirds of the number prescribed in the Articles of Association;
(II) the losses of the Company that have not been made up reach one-third of its total paid in share capital;
(III) such is requested in writing by a shareholder alone or shareholders together holding ~~over~~ ten per cent or more of the Company’s outstanding voting shares (the number of shares held by such shareholder(s) shall be calculated based on the number of shares held at the close of trading on the date when such shareholder(s) request in writing, or if the written request is made on a non-trading day, the number of shares held at the close of trading on the preceding trading day);
(IV) the board of directors considers it necessary;
(V) the Supervisory Committee proposes that such a meeting shall be held;
(VI) other circumstances as specified by relevant laws, administrative regulations, departmental rules, normative documents, the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.

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Article ~~58~~ 45 Shareholders requesting the convening of an extraordinary general meeting ~~or a class shareholders’ meeting~~ shall do so by the procedure set forth below:

(I) shareholders individually or jointly holding at least 10 percent of the shares carrying the right to vote at the meeting sought to be held may sign one or more written requests of identical form and substance requesting that the board of directors convene an extraordinary general meeting ~~or a class shareholders’ meeting~~ and stating the subject to be discussed at the meeting; the board of directors shall convene the extraordinary general meeting ~~or the class shareholders’ meeting~~ as soon as possible after having received the aforementioned written request; the shareholding referred to above shall be calculated as of the day on which the written request is made.
(II) if the board of directors fails to issue a notice to convene such meeting within 30 days after having received the aforementioned written request, the shareholders who made such request may themselves convene the meeting within four months after the board of directors received the request. The procedure according to which they convene such meeting shall, to the extent possible, be identical to the procedure according to which general meetings are to be convened by the board of directors.
(III) if the board of directors is unable to or fails to perform its duty of convening the general meeting, the supervisory committee shall convene and preside over the meeting in a timely manner. If the supervisory committee fails to issue a notice to convene such meeting within 30 days after having received the aforementioned written request, shareholders individually or jointly holding over 10 percent of the shares of the Company for at least 90 days in succession may themselves convene the meeting within four months after the board of directors received the request. The procedure according to which they convene such meeting shall, to the extent possible, be identical to the procedure according to which general meetings are to be convened by the board of directors.

If shareholders convene and hold a meeting themselves because the board of directors failed to hold such meeting pursuant to a request as mentioned above, the reasonable expenses incurred by such shareholders shall be borne by the Company and shall be deducted from the sums owed by the Company to the negligent directors.

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Article ~~59~~ 46 When the Company is to hold a general meeting, it shall issue a written notice 20 days prior to an annual general meeting or 15 days prior to an extraordinary general meeting, informing all shareholders of the date, time and place of the meeting and the matters to be considered at the meeting and stating that shareholders may appoint a proxy in writing to attend the meeting and vote on their behalf. Regarding the calculation of the notice period, the date of the meeting shall not be included.
Article ~~60~~ 47 The notice of the general meeting shall be delivered by hand or prepaid mail to the shareholders (whether or not such shareholders have a voting right at the general meeting) or issued by way of public announcement. The address of the recipient shall be the address registered in the register of shareholders.
For the holders of domestic shares, notice of the general meeting may be issued by way of public announcement. The announcement referred to in the preceding paragraph, should be released 20 days prior to an annual general meeting or ~~the later of 10 business days or~~ 15 days prior to an extraordinary general meeting in ~~one or more~~ media that meets the requirements by the China Securities Regulatory Commission ~~securities regulatory authority under the State Council~~ . All holders of domestic shares shall be deemed to have received such notice upon the publication of such notice.
Article ~~61~~ 48 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive such notice shall not invalidate the meeting and the resolutions passed at the meeting.
Article ~~62~~ 49 Motions before the general meeting shall be in writing. The contents of motions before the general meeting shall fall within the scope of the functions and powers of the general meeting, contain a clear topic and a specific resolution and comply with relevant provisions of laws and the Articles of Association.
Article ~~63~~ 50 When the Company is to hold a general meeting, the board of directors, the supervisory committee and a shareholder alone or shareholders together holding at least three percent of the Company’s shares shall be entitled to propose motions to the Company.

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A shareholder alone or shareholders together holding at least three percent of the shares of the Company may submit extempore motions in writing to the convener 10 days prior to the date of such meeting. The convener shall issue a supplementary notice of the general meeting and make a public announcement of the contents of such extempore motion within two days after receipt of the motion, and submit such extempore motion the general meeting for consideration. The contents of such an extempore motion shall fall within the scope of the functions and powers of the general meeting, and contain a clear topic and a specific resolution.

Except as provided in the preceding paragraph, the convener may not make any changes to the motions set forth in the notice of the general meeting or add any new motions once the notice and announcement of the general meeting have been issued.

The general meeting may not vote and pass resolution on motions that are not set forth in the notice of the general meeting or that are not consistent with Article ~~62~~ 49 of the Articles of Association.

Article ~~64~~ 51 A notice of shareholders’ meeting shall be made in writing and include the following content: ~~The notice of a general meeting shall:~~

~~(I) be made in writing;~~
~~(II)~~ (I) ~~specify~~ the date ~~and place~~ , the place and the duration of the meeting;
~~(III)~~ (II) ~~explain~~ the matters to be considered at the meeting;
~~(IV) provide to the shareholders the information and explanations necessary to make informed decisions on the matters to be discussed; without limiting the generality of the foregoing, when the Company proposes a merger, buyback of shares, restructuring of share capital or other reorganisation, it shall provide the specific conditions and contract (if any) of the transaction contemplated and earnestly explain the cause and effect of the transaction;~~
~~(V) contain a disclosure of the nature and extent of the material interests, if any, of any director, supervisor, the general manager or other senior management members in any matter to be discussed; and an explanation of the difference, if any, between the way in which the matter to be discussed would affect such director, supervisor, the general manager or other senior management members in his capacity as shareholder and the way in which such matter would affect other shareholders of the same class;~~

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~~(VI) contain the full text of any special resolution proposed to be approved at the meeting;~~
~~(VII)~~ (III) contain a clear statement that shareholders entitled to attend and vote have the right to appoint one or more proxies to attend and vote on their behalf and that such proxy need not be a shareholder; and
~~(VIII) state the time and place for serving the instruments of appointment for voting at the meeting.~~
(IV) other matters as required by law, administrative regulations, departmental rules or the Listing Rules.
Article ~~65~~ 52 Any shareholder entitled to attend and vote at a shareholders’ meeting shall have the right to appoint one or more persons (who need not be shareholders) as his or her proxies to attend and vote on his or her behalf. Such proxy may exercise the following rights in accordance with his or her appointment by the shareholder:
(I) the shareholders right to be heard at the general meeting;
(II) the right to demand or join in the demand for a ballot; and
(III) the right to vote by show of hands or by poll, except that if a shareholder has appointed more than one proxy, such proxies may only exercise their voting rights by poll.
Article ~~66~~ 53 Shareholders shall appoint their proxies by written instruments, which shall be signed by the principals or their agents appointed in writing. If the principal is a legal person, the instrument shall be under the seal of the legal person or signed by its director(s) or duly authorised agent(s).
Article ~~67~~ 54 The instrument appointing a voting proxy shall be deposited at the domicile of the Company or at such other place as specified in the notice of the meeting within 24 hours prior to the meeting at which the proxy is authorised to vote or 24 hours prior to the specified time of the vote. If the instrument is signed by another person authorised by the principal, the power of attorney or other document authorizing the signature shall be notarized. The notarized power of attorney or other authorizing document shall be deposited together with the instrument appointing the voting proxy at the domicile of the Company or at such other place as specified in the notice of the meeting.

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If the principal is a legal person, its legal representative or the person authorised by a resolution of its board of directors or other decision-making body shall attend the general meeting of the Company as the representative of such legal person.

If the shareholder is a Recognized Clearing House (or an agent thereof) as defined in the relevant regulations under the Hong Kong laws in effect from time to time, one or more individuals that it deems suitable may be appointed by it to act as its representative(s) at any general meeting ~~or any class shareholders’ meeting~~ and creditors’ meeting and these proxies or representatives shall have the same statutory rights as other shareholders, including the right to speak and to vote; however, if two or more individuals are appointed as representatives, their powers of attorney shall specify the number and class of shares involved in the appointment of each such individual. The individual(s) so appointed may exercise the rights of the Recognized Clearing House (or its agent) as if he, she or they was or were (an) individual shareholder(s) of the Company.

Article ~~68~~ 55 Any form issued by the board of directors of the Company to the shareholders for the appointment of proxies shall give the shareholders free choice to instruct their proxies to cast an affirmative or negative vote and enable the shareholders to give separate instructions on each matter to be voted on in connection with each point of discussion of the meeting. The instrument of appointment shall specify that in the absence of instructions from the shareholder, the proxy may vote as he or she thinks fit.
Article ~~69~~ 56 A vote made in accordance with the terms of an instrument of appointment shall be valid notwithstanding the previous death or loss of capacity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the relevant shares, as long as the Company did not receive written notice of the event before the relevant meeting commenced.
Article ~~70~~ 57 If a general meeting is convened by the board of directors, the chairman shall serve as host and preside over the meeting. If the chairman fails or is unable to perform his or her duties, the meeting shall be presided over by the vice chairman. If the vice chairman fails or is unable to perform his or her duties, the meeting shall be presided over by the director jointly elected by at least one half of the directors.

At a general meeting convened by the supervisory committee, the chairman of the supervisory committee shall preside. If the chairman of the supervisory committee fails or is unable to perform his or her duties, the meeting shall be presided over by the supervisor jointly elected by at least one half of the supervisors.

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If a general meeting is convened by a shareholder himself or shareholders themselves, the meeting shall be presided over by the representative selected by the convener(s).

When a general meeting is held, if the chairman of the meeting violates the rules of procedure, making continuance of the general meeting impossible, with the consent of shareholders holding more than one 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, for any reason, the shareholders are unable to elect a meeting chairman, the shareholder (including his or her proxy) present who holds the greatest number of voting shares shall serve as the meeting chairman.

Article ~~71~~ 58 Resolutions of the general meeting are divided into ordinary resolutions and special resolutions.

Ordinary resolutions of the general meeting shall be adopted by shareholders in attendance (including proxies) holding ~~at least~~ more than half of the voting rights.

Special resolutions of the general meeting shall be adopted by shareholders in attendance (including proxies) holding at least two-thirds of the voting rights.

Article ~~72~~ 59 When a shareholder (or a proxy) exercises his or her voting rights based on the number of voting shares which he or she represents, each share shall entitle him or her to one vote.

No voting rights shall attach to the Company shares held by the Company, and such shares shall not be counted among the total number of voting shares present at a general meeting.

Where any shareholder, under applicable laws and regulations and the listing rules of the stock exchange where the shares of the Company are listed, is required to abstain from voting on any particular matter being considered or restricted to voting only for or only against any particular matter being considered, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.

Article ~~73~~ 60 Decisions of the general meeting on any of the following matters shall be adopted by ordinary resolution:
(I) to decide on the business policies and investment plans of the Company;
(II) to elect and replace directors and to decide on matters relating to their remuneration;

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(III) to elect and replace non-employee representative supervisors and to decide on matters relating to their remuneration;
(IV) to consider and approve reports of the board of directors;
(V) to consider and approve reports of the supervisory committee;
(VI) to consider and approve the Company’s annual financial budgets and final accounts;
(VII) to consider and approve the Company’s profit distribution plans and plans for making up losses;
(VIII) to pass resolutions on the engagement, dismissal or non-renewal of the engagement of accounting firms by the Company;
(IX) to consider the motion of shareholders individually or jointly holding more than three percent (including three percent) voting shares of the Company;
(X) to consider other matters that, pursuant to laws, administrative regulations, department rules, the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association, require a decision by the general meeting.
Article ~~74~~ 61 When a ballot is held, shareholders (including proxies) having the right to two or more votes need not use all of their voting rights in the same way.
~~Article 75 When the numbers of votes for and against are equal, regardless of whether the vote was taken by show of hands or by ballot, the chairman of the meeting shall be entitled to one additional vote.~~
Article ~~76~~ 62 Decisions of the general meeting on any of the following matters shall be adopted by special resolution:
(I) the increase or reduction of the registered capital by the Company;
(II) the issuance of corporate bonds;
(III) the division, merger, dissolution, liquidation/winding up or change in the corporate form of the Company;
(IV) the amendment of the Articles of Association;
(V) other matters which laws, administrative regulations or the Articles of Association require to be adopted by special resolution or which the general meeting considers will have a material impact on the Company and therefore require, by an ordinary resolution, to be adopted by special resolution.

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Article ~~77~~ 63 The method of, and procedure for, nominating directors and supervisors (except employee representative supervisors) to be elected at the general meeting are as set forth below:
(I) Except the direct submission of a motion on the election of directors to the general meeting in accordance with Article 63 by shareholders, shareholders, directors and supervisors individually or jointly holding more than three percent shares of the Company may, to the extent of the number of persons specified in the Articles of Association, propose a list of recommended director candidates consistent with the number of persons to be elected, and submit the same to the board of directors for review; once the board of directors has conducted its review and adopted a resolution determining the director candidates, it shall bring the same before the general meeting in the form of a written motion.
(II) Except the direct submission of a motion on the election of shareholder representative supervisors to the general meeting in accordance with Article 63 by shareholders, shareholders, directors and supervisors individually or jointly holding more than three percent shares of the Company may, to the extent of the number of persons specified in the Articles of Association, propose a list of recommended supervisor candidates consistent with the number of persons to be elected, and submit the same to the supervisory committee for review; once the supervisory committee has conducted its review and adopted a resolution determining the supervisor candidates, it shall bring the same before the general meeting in the form of a written motion.
(III) the written notices of the intention to nominate director or nonemployee representative supervisor candidates and of the nominees indicating their willingness to accept the nomination as well as relevant written materials on the nominees shall be dispatched to the Company at least 7 days before the date of the general meeting (the 7-day notice period shall commence from the date no earlier than the date of issuance of the notice of the meeting for the election and end no later than 7 days before the convening of the general meeting); the board of directors or the supervisory committee shall provide to the shareholders the resumes and basic particulars of the director or supervisor candidates.
(IV) the period accorded to the Company to nominate director or nonemployee representative supervisor candidates and to the nominees to submit the aforementioned notices and documents shall not be less than 7 days (commencing from the day immediately following the date of issuance of the notice of the general meeting).
(V) the general meeting votes on each of the director or non-employee representative supervisor candidates.

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If the need arises for an additional or replacement director or supervisor at short notice, the same shall be proposed by the board of directors or the supervisory committee, recommending that the general meeting elect or replace the same.

Article ~~78~~ 64 If the chairman of the meeting has any doubts concerning the result of the vote on any resolution, he or she may organise a recount of the number of votes cast. If the chairman of the meeting does not conduct a recount of the votes and an attending shareholder or proxy challenges the result of a vote announced by the chairman of the meeting, he or she has the right to demand a vote recount immediately following the announcement of the result, in which case the chairman of the meeting shall promptly organise a recount of the votes.
Article ~~79~~ 65 If a vote recount is conducted at a general meeting, the result thereof shall be recorded in the minutes of the meeting.

The minutes of meetings together with the sign-in register of attending shareholders and the instruments of appointment of proxies shall be kept at the Company’s domicile.

Article 66 The rights of class shareholders to be changed or abolished by the Company shall be passed by a special resolution of class shareholders at a separate general meeting before proceeding when the Company’s share capital is divided into different classes of shares.

CHAPTER IX VOTING PROCEDURES FOR CLASS SHAREHOLDERS

~~Article 80 Shareholders that hold different classes of shares shall be class shareholders. Class shareholders shall enjoy rights and assume obligations in accordance with laws, administrative regulations, departmental rules, normative documents, the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association. Apart from holders of other classes of shares, holders of domestic shares and overseas listed foreign shares are deemed to be shareholders of different classes. Where the Company issues shares which do not carry voting rights, the words “nonvoting” shall appear in the designation of such shares. Where the share capital of the Company includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”.~~

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Article 81

~~If the Company intends to vary or abrogate rights of class shareholders, it may do so only after such variation or abrogation has been approved by way of a special resolution of the general meeting and by a separate class shareholders’ meeting convened by the affected class shareholders in accordance with Articles 83 to 87.~~

~~Neither the approval of the general meeting or a class shareholders’ meeting shall be required if a variation or abrogation of the rights of class shareholders arises due to a change in domestic or foreign laws or the listing rules of the place of listing, or due to a decision made in accordance with the law by the domestic or foreign regulator.~~

~~The transfer of all or part of the shares held by domestic shareholders of the Company to overseas investors for listing and trading abroad, or the conversion of all or part of domestic shares to the overseas listed foreign shares for listing on overseas stock exchanges, shall not be deemed as the Company’s intention to change or abolish the rights of the class of shareholders.~~

~~Subject to the approval of the securities regulatory authorities of the State Council, holders of domestic shares of the Company may transfer all or part of their shares to foreign investors and have the shares listed and traded overseas upon approval of the overseas stock exchange. All or part of the domestic shares may be converted into overseas listed shares which may be listed or traded on the overseas stock exchange. The listing and trading of the above shares on the overseas stock exchange shall comply with the regulatory procedures, regulations and requirements of the overseas securities market. The conversion and/or assignment as well as the listing and trading on any overseas stock exchange of the above shares do not require the voting of the shareholders’ general meeting or the meeting of any class of Shareholders. The domestic shares, upon conversion into overseas listed shares, shall belong to the same class of shares as the original overseas listed shares.~~

Article 82

~~The rights of shareholders of a certain class shall be deemed to have been changed or abrogated in the following circumstances:~~

~~(I) An increase or decrease in the number of shares of such class or an increase or decrease in the number of shares of a class having voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;~~
~~(II) a conversion of all or part of the shares of such class into shares of another class, a conversion of all or part of the shares of another class into shares of such class or the grant of the right to such change;~~

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~~(III) a removal or reduction of rights to accrued dividends or cumulative dividends attached to shares of such class;~~
~~(IV) a reduction or removal of a dividend preference or property distribution preference during liquidation of the Company, attached to shares of such class;~~
~~(V) an addition, removal or reduction of share conversion rights, options, voting rights, transfer rights, pre-emptive rights to rights issues or rights to acquire securities of the Company attached to shares of such class;~~
~~(VI) a removal or reduction of rights to receive amounts payable by the Company in a particular currency attached to shares of such class;~~
~~(VII) a creation of a new class of shares with voting rights, distribution rights or other privileges equal or superior to those of the shares of that class;~~
~~(VIII) an imposition of restrictions or additional restrictions on the transfer or ownership of shares of such class;~~
~~(IX) an issuance of rights to subscribe for, or convert into, shares of such class or another class;~~
~~(X) an increase in the rights and privileges of shares of another class;~~
~~(XI) restructuring of the Company which causes shareholders of different classes to bear liability to different extents during the restructuring;~~
~~(XII) any amendment or abrogation of the provisions of this section.~~
~~Article 83 Shareholders of the affected class, whether or not having the right to vote at general meeting, shall have the right to vote at class meetings in respect of matters referred to in paragraphs (II) to (VIII) and (XI) to (XII) of Article 82, except that interested shareholders shall not have the right to vote at class meetings.~~

~~The term “interested shareholders” in the preceding paragraph shall have the following meanings:~~

~~(I) if the Company has made a buyback offer to all shareholders in the same proportion or has bought back its own shares through open market transactions on a stock exchange in accordance with Article 29 of the Articles of Association, the controlling shareholders as defined in Article 168 of the Articles of Association shall be “interested shareholders”;~~

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~~(II) if the Company has bought back its own shares by an agreement outside of a stock exchange in accordance with Article 29 of the Articles of Association, holders of shares in relation to such agreement shall be “interested shareholders”;~~
~~(III) under a restructuring proposal of the Company, shareholders who will bear liability in a proportion smaller than that of the liability borne by other shareholders of the same class, or shareholders who have an interest in a restructuring proposal of the Company that is different from the interest in such restructuring proposal of other shareholders of the same class shall be “interested shareholders”.~~
~~Article 84 Resolutions of a class meeting may be passed only by shareholders present at the class meeting representing more than two-thirds of the voting rights in accordance with Article 83.~~
~~Article 85 When Convening a class meeting, the Company shall issue a written notice within the time requirement of the non-class meeting.~~

~~If the regulations where the Company is listed apply, those shall prevail.~~

~~Article 86 Notice of a class shareholders’ meeting need be delivered only to the shareholders entitled to vote thereat.~~

~~The procedure according to which class shareholders’ meetings are held shall, to the extent possible, be identical to the procedure according to which general meetings are held. Provisions of the Articles of Association relevant to procedures for the holding of general meetings shall be applicable to class shareholders’ meetings.~~

~~Article 87 The special procedure for voting by class shareholders shall not apply under the following circumstances:~~
~~(I) where the Company issues domestic shares and overseas-listed foreign shares, upon approval by a special resolution of the general meeting, either separately or concurrently once every 12 months, and the quantity of domestic investment shares and overseas listed foreign investment shares intended to be issued does not exceed 20 percent of the outstanding shares of the respective classes;~~
~~(II) where the Company’s plan to issue domestic shares and overseas-listed foreign shares upon its incorporation is implemented within 15 months from the date of approval by the securities regulatory authorities under the State Council;~~
~~(III) where, as approved by the securities regulatory authorities under the State Council, the transfer of domestic shares of the Company to overseas investors or the conversion of them into overseas listed shares and the listing and trading of such shares on an overseas stock exchange.~~

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CHAPTER X VIII BOARD OF DIRECTORS

Article ~~88~~ 67 The Company shall have a board of directors which shall be accountable to the general meetings. The board of directors shall consist of nine directors, including at least one-third of the board of directors and no less than three independent directors. The board of directors shall have a chairman and where it’s necessary, shall have vice chairmen.

The term of office of a director shall be three years and is renewable upon reelection, but an independent non-executive Director shall be re-elected upon corresponding review procedures in accordance with the listing rules of the stock exchange where the shares of the Company are listed if such director has served in his/her position for more than nine years.

Directors shall be elected or replaced by general meetings, and may be dismissed by general meetings before the expiration of their term of office. The term of office of directors shall be three years and upon the maturity of the term of office, a director shall be eligible to offer himself for re-election.

Subject to the relevant laws and regulations and the regulatory rules of the local authority where the Company’s shares are listed, if the board of directors appoints a new director to fill a casual vacancy or as an addition to the board of directors, the term of office of the appointed director shall expire at the first annual general meeting upon his appointment and shall then be eligible for re-election and re-appointment.

The chairman and vice chairman shall be elected and dismissed by over half of the directors (provided that such director’s rights to claim for relevant damages under any contract shall not be affected thereby). The chairman and vice chairman shall have a term of three years and may be renewable upon re-election and re-appointment.

Article ~~89~~ 68 The directors may, prior to expiration of their terms of office, resign and submit their resignation report in writing to the board of directors.

If the total number of members of the board of directors or independent non-executive directors is less than the minimum quorum due to the resignation of any director, then before the newly elected director assumes office, the former director shall continue discharge the duties of his/her directorship in accordance with the laws, administrative regulations, department rules, normative documents, the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.

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Other than the circumstances presented in the preceding paragraph, the resignation of directors shall come into effect since the resignation reports are lodged with the board of directors.

Subject to compliance with the relevant laws, administrative regulations, department rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed, the general meeting may remove any director before the expiration of his/her term of office by way of ordinary resolution. However, such director’s rights to claim for relevant damages under any contract shall not be affected thereby.

Article ~~90~~ 69 The powers of independent non-executive directors and the relevant matters shall be subject to the laws, administrative regulations, departmental rules and the listing rules of the stock exchange where the shares of the Company are listed. The appointment of independent non-executive directors shall meet the independence requirements under the listing rules of the stock exchange where the shares of the Company are listed. Unless otherwise specified in this Chapter, the provisions on the rights and obligations of directors the Articles of Association shall apply to the independent non-executive directors.

At least one independent non-executive director of the Company shall be a financial or accounting professional.

Independent non-executive directors shall honestly fulfill their duties and protect the interests of the Company, in particular the legitimate rights and interests of public shareholders, to ensure the sufficient representation of the interests of all shareholders.

Article ~~91~~ 70 Any independent non-executive director who fails to attend in person three consecutive meetings of the board of directors and further fails to appoint other directors to attend shall be deemed incapable of performing his/her duties and the board of directors shall propose a general meeting to replace such director.
Article ~~92~~ 71 The board of directors is accountable to the general meetings and exercise the following functions and powers:
(I) to convene of general meetings and report its work to the general meetings;
(II) to implement resolutions of the general meetings;
(III) to decide on the Company’s business plans and investment plans;
(IV) to formulate the annual financial budgets and final accounts of the Company;

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(V) to formulate the Company’s profit distribution plans and plans on making up losses;
(VI) to formulate proposals for the increase or reduction of the Company’s registered capital and the issuance of shares, debentures or other securities of the Company;
(VII) to formulate plans for the Company’s merger, division, dissolution, liquidation or alteration of corporate form and to formulate plans for the Company’s substantial acquisitions and repurchase of shares of the Company;
(VIII) within the scope authorised by the general meeting, to decide on such matters as the Company’s external investments, acquisition and disposal of assets, pledge of assets, provision of security on the Company’s assets, wealth management entrustment, related party transaction etc.;
(IX) to decide on establishment of internal management organisations of the Company;
(X) to engage or dismiss the Company’s general manager and secretary to the Board, to engage or dismiss senior management including vice general manager(s) and the person in charge of finance of the Company in accordance with the nominations by general manager, and to decide on their remunerations and rewards and punishments;
(XI) to formulate the basic management system of the Company;
(XII) to formulate proposals to amend the Articles of Association;
(XIII) to manage information disclosure of the Company;
(XIV) to propose to the general meeting the appointment or replacement of the accounting firm that provides audit service of annual financial statement to the Company;
(XV) to listen to work reports submitted by the general manager of the Company and review his/her work;
(XVI) to decide other material matters apart from such regulated in the Company Law and the Article of Association;
(XVII) other functions and powers provided for in laws, administrative regulations, department rules, the listing rules of the stock exchange where the shares of the Company are listed and authorised at general meetings and by the Articles of Association.

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Except for the board resolutions in respect of the matters specified in paragraphs (VI), (VII) and (XII) which shall be passed by more than two-thirds of the directors, the board resolutions in respect of all other matters set out in the preceding paragraph may be passed by more than half of the directors.

~~Article 93 In cases where the expected value of fixed assets proposed for disposal by the board of directors, when aggregated with value of fixed assets disposed within four months before the proposed disposal, exceeds 33 percent of the fixed assets value set out in the latest balance sheet reviewed by the general meetings, the board of directors shall not dispose or consent to dispose such fixed assets without prior approval at the general meetings.~~

~~The term “fixed assets disposal” referred to in this Article represents (among other things) transferring certain interests in assets, but not including provision of guarantees with fixed assets.~~

~~The validity of transactions regarding fixed assets disposal by the Company shall not be affected due to a breach of the first paragraph of this Article.~~

Article ~~94~~ 72 The chairman shall exercise the following powers:

(I) to preside over the general meeting and to convene and preside over the meetings of the board of directors;
(II) to urge and check the implementation of board resolutions;
(III) to sign the securities issued by the Company; and
(IV) other functions and powers conferred by laws, regulations, the listing rules of the stock exchange where the shares of the Company are listed, the Articles of Association or the board of directors.

Vice chairman of the Company shall assist the work of the chairman. Whereas the chairman is unable or fail to perform his duties, the vice chairman shall perform the duties (when there are two or more vice chairmen in the Company, the vice chairman elected by a majority of directors shall perform the duties); if the vice chairman unable or fail to perform his duties, one director elected by a majority of directors shall perform the duties.

Article ~~95~~ 73 At least four meetings of the board of directors shall be held a year and shall be convened by the chairman. A written notice shall be issued 14 days before the convening of the regular meeting.

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A special meeting of the board of directors may be convened upon requisition by either shareholder holding 10 percent or more of voting shares, ~~the chairman,~~ one-third of directors or the supervisory committee. The chairman shall convene the meeting within 10 days after receiving the requisition and issue the notice of the meeting three days before the date of the convening of the meeting. The notice of the meeting of the board of directors shall be served to all directors by hand, mail, facsimile or other electronic communication means.

If an extraordinary meeting of the board of directors needs to be held quickly due to urgent circumstances in the opinion of the chairman, a meeting notice may be given at any time by telephone or other oral method.

Article ~~96~~ 74 Meetings of the board of directors may be held only if more than one half of the directors are present.

Each director shall be entitled to one vote. Resolutions of the board of directors shall be passed by more than a half of all directors.

~~When the number of the votes cast against the resolution equals that of in favor of the resolution, the chairman shall be entitled to one additional vote.~~ Voting at the meetings of the board of directors shall be made on a one-person-onevote basis.

If a director has a connected relationship with an enterprise involved in a matter on which a resolution is to be made at a meeting of the board of directors, he or she may not exercise his right to vote regarding such resolution, nor may he or she the voting right of another director as such director’s proxy thereon. Such a board meeting may be held only if more than one half of the directors without a connected relationship are present, and the resolutions made at such a board meeting shall require adoption by more than one half of the directors without a connected relationship. If the board meeting is attended by less than three directors without a connected relationship, the matter shall be submitted to the general meeting for consideration.

If at least one-quarter of the directors believe that they are unable to reach a determination on a relevant matter because the motion before the board of directors is unclear or unspecific, the meeting materials are insufficient or other such reason, they may jointly propose that discussion of the motion in question be postponed to a later time. In such circumstances the board of directors shall accept the proposal.

The directors who proposed postponement of the discussion shall put forth clear requirements in respect of the conditions that are to be satisfied for the motion to be submitted again for consideration.

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Article ~~97~~ 75 Except the meetings of the board of directors by means of correspondence (excluding the four regular meetings of the board of directors to be held each year), the board of directors shall record decisions on matters deliberated at a meeting to form the minutes of the meeting. Directors and recorder present at the meeting shall sign on the minutes. The directors shall be liable for the resolutions of the board of directors. If a resolution of the board of directors is in violation of laws, administrative regulations or the Articles of Association, thereby causing the Company to sustain a material loss, the directors who took part in the resolution shall be liable to the Company for damages. However, if a director is proved to have expressed his opposition to such resolution when it was put to the vote, and such opposition is recorded in the minutes of the meeting, such director may be released from such liability.
Article ~~98~~ 76 Where necessary, the board of directors may establish relevant special committees such as the audit committee, nomination committee, remuneration committee, related party transaction control committee and environmental, social and governance committee to provide advice and suggestions for the material decisions of the board of directors and the exercise of duties by the chairman of the board of directors within the scope of authorization of the board of directors. The board of directors shall formulate the composition and duties and of meetings of each of the special committees.

CHAPTER XI IX SECRETARY TO THE BOARD

Article ~~99~~ 77 The Company shall have a secretary to the Board. The secretary to the Board shall be a member of the senior management of the Company.
Article ~~100~~ 78 The secretary to the Board of the Company shall be a natural person with the requisite professional knowledge and experience and shall be appointed by the board of directors. The main duties of the secretary to the Board shall include:
(I) to ensure that the Company has complete organisational documents and records;
(II) to ensure that the Company legally prepares and submits reports and documents as required by the competent authorities;
(III) to ensure that the register of shareholders of the Company is properly set up and to ensure that people entitled to obtain the Company’s relevant records and documents can receive such records and documents in a timely manner; and
(IV) to perform other duties conferred by the board of directors and required by laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.

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Article ~~101~~ 79 A director or other senior management of the Company may also act as the secretary to the Board of the Company. Any accountant from accountancy firm which has been appointed by the Company shall not act as the secretary to the Board.

Where the office of secretary is held concurrently by a director, and an act is required to be done by a director and a secretary separately, the person who holds the office of director and secretary shall not perform the act in a dual capacity.

CHAPTER XII X SUPERVISORY COMMITTEE

Article ~~102~~ 80 The Company shall establish a supervisory committee. The Supervisory Committee shall consist of three supervisors, one of which shall be the chairman. The term of office of each supervisor shall be a period of three years, renewable upon re-election.

Any directors, general managers and other senior management shall not act concurrently as supervisors.

Article ~~103~~ 81 Supervisors shall faithfully perform their supervisory duties faithfully in accordance with laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.
Article ~~104~~ 82 The supervisory committee shall have one chairman, whose appointment and dismissal shall be subject to the affirmative vote of ~~at least two-thirds~~ more than half of the members of the supervisory committee. The chairman of the supervisory committee shall convene and preside over meetings of the supervisory committee. If the chairman of the supervisory committee is unable or fails to perform his or her duties, a supervisor jointly selected by at least one half of the supervisors shall convene and preside over a meeting.

The supervisory committee shall include at least one employee representative supervisor. The employee representative supervisor shall be democratically elected or removed from office by the Company’s employees.

Article ~~105~~ 83 The Supervisory Committee shall be accountable to the general meeting and exercise the following functions and powers in accordance with laws:
(I) to examine the Company’s financial position;
(II) to supervise the performance by the directors, general managers and other senior management of their duties to the Company for violation of the laws;

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(III) to demand rectification from the directors, general manager(s) and other senior management when the acts of such persons are harmful to the Company’s interests;
(IV) to verify the financial information such as the financial report, business report and plans for distribution of profits to be submitted by the board of directors to the general meetings and, should any queries arise, to engage, in the name of the Company, certified public accountants and practising auditors for a re-examination of the aforesaid information;
(V) to propose the holding of extraordinary general meetings;
(VI) to sue directors and communicated on behalf of the Company;
(VII) other functions and powers provided in laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.

Supervisors shall attend as a nonvoting delegate at the meeting of the directors.

The reasonable expenses incurred by the Supervisory Committee in the engagement of professionals such as lawyers, certified public accountants and practising auditors, in exercising its functions and powers shall be borne by the Company.

Article ~~106~~ 84 At least one regular meeting of the supervisory committee shall be held every six months, which shall be convened by the chairman of the supervisory committee.

Supervisors may propose the calling of interim meetings of the supervisory committee.

Article ~~107~~ 85 Votes at meetings of the supervisory committee shall be held by disclosed ballot and each supervisor shall have one vote.

Resolutions of the supervisory committee shall be approved by the affirmative vote of ~~at least two-thirds~~ more than half of the members of the supervisory committee.

Article ~~108~~ 86 Where there are no provisions on the rules of procedure for the meeting of the supervisory committee (including but not limited to the notice, convening, holding, voting and resolution of the meeting) in this chapter, it shall be implemented with reference to relevant provisions of Chapter ~~X~~ VIII.

Minutes shall be prepared for the meeting of the supervisory committee, and supervisors and recorder present at the meeting shall sign thereon.

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CHAPTER XIII XI GENERAL MANAGER AND OTHER MEMBERS OF SENIOR MANAGEMENT

Article ~~109~~ 87 The Company has one general manager (president), one executive manager (executive president), several vice general managers (vice presidents), one person in charge of financial matters (chief financial officer). They shall serve terms of three years and may serve consecutive terms if reappointed by the board of directors.

Directors may concurrently serve as general manager and vice general manager.

Article ~~110~~ 88 The general manager shall be accountable to the board of directors and exercise the following functions and powers:
(I) to be in charge of the production, operation and management of the Company and to organise the implementation of the resolutions of the board of directors;
(II) to organise the implementation of the Company’s annual business plans and investment plans;
(III) to draft plans for the establishment of the Company’s internal management organisation;
(IV) to draft the Company’s basic management system;
(V) to draft the Company’s basic rules;
(VI) to propose the appointment or dismissal of the Company’s executive general manager, vice general managers and the person in charge of financial matters (chief financial officer);
(VII) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the board of directors;
(VIII) such other functions and powers conferred by the Articles of Association or the board of directors.

Article ~~111~~ 89 The general manager shall be present at meetings of the board of directors. The general manager shall not have voting rights at the board meetings unless he is also a director.

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Article ~~112~~ 90 In the exercise of their functions and powers, the general manager and other senior management members shall perform their fiduciary duty and obligation of diligence in accordance with laws administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.

CHAPTER XIV XII QUALIFICATIONS AND OBLIGATIONS OF THE DIRECTORS, SUPERVISORS, GENERAL MANAGER AND OTHER SENIOR MANAGEMENT MEMBERS

Article ~~113~~ 91 None of the following persons may serve as directors, supervisors, the general manager or other senior management members of the Company:
(I) persons without capacity or with limited capacity for civil acts;
(II) persons who were sentenced to criminal punishment for the crime of corruption, bribery, misappropriation of property or diversion of property or for disrupting the order of the socialist market economy, where not more than five years have elapsed since the expiration of the period of punishment; or persons who were deprived of their political rights for committing a crime, where not more than five years have elapsed since the expiration of the period of deprivation;
(III) persons who served as directors, or factory directors or managers, who bear personal liability for the bankruptcy liquidation of their companies or enterprises, where not more than three years have elapsed since the date of completion of the bankruptcy liquidation of their companies or enterprises;
(IV) persons who served as the legal representatives of companies or enterprises that had their business licenses revoked for breaking the law, where such representatives bear individual liability therefor and not more than three years have elapsed since the date of revocation of the business license;
(V) persons with comparatively large debts that have fallen due but have not been settled;
(VI) persons ~~whose cases have been placed on the docket and are being investigated by the judicial authorities because they violated the criminal law, and such cases are still pending~~ who are banned from the securities market by China Securities Regulatory Commission, and the term is not expired;

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~~(VII) persons who cannot serve as directors, supervisors, the general manager or other senior management members according to laws and administrative regulations;~~
~~(VIII) non-natural persons;~~
~~(IX) persons ruled by a competent authority to have violated relevant securities regulations, where such violation involved fraudulent or dishonest acts and not more than five years have elapsed since the date of the ruling; and~~
~~(X) other circumstances designated by the listing rules of the stock exchange where the shares of the Company are listed or relevant laws and regulations of the place where the shares of the Company are listed.~~
(VII) other matters stipulated by laws, administrative regulations or its departmental rules.

Where a director is elected or appointed in violation of the provisions of this Article, the election, appointment or employment shall be invalid. If any of these circumstances occurs during the term of a director, the Company shall relieve him/her of his/her post.

Article ~~114~~ 92 The validity of an act of a director, the general manager or other senior management member of the Company on behalf of the Company shall not, vis-avis a bona fide third party, be affected by any non-compliance in his or her holding of such office, election or qualification.
~~Article 115 In addition to obligations imposed by laws, administrative regulations, departmental rules, normative documents, the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association, the Company’s directors, supervisors, general manager and other senior management members shall owe each shareholder the following obligations in the exercise of the functions and powers granted to them by the Company:~~
~~(I) not to cause the Company to exceed the scope of business stipulated in its business license;~~
~~(II) to act honestly in the best interest of the Company;~~
~~(III) not to deprive the Company of its property in any way, including (but not limited to) any opportunities that are advantageous to the Company; and~~

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~~(IV) not to deprive shareholders of their individual rights or interests, including (but not limited to) rights to distributions and voting rights, except the restructuring of the Company submitted to the general meeting for approval in accordance with the Articles of Association.~~
Article 93 The Company’s directors shall abide by laws, administrative regulations and the Articles of Association, and bear the following loyalty obligations to the Company:
(I) not to take advantage of his authority to accept bribes or other illegal income, and not to misappropriate the property of the Company;
(II) not to misappropriate the funds of the Company;
(III) not to open an account in his own name or in the name of any other individual to deposit the assets or funds of the Company;
(IV) not to lend the Company’s funds to others or provide guarantees for others with the Company’s property in violation of the provisions of these Articles of Association and without the consent of the shareholders’ general meetings or the board of directors;
(V) not to enter into contracts or conduct transactions with the Company in violation of the provisions of these Articles of Association or without the consent of the shareholders’ general meeting;
(VI) without the consent of the shareholders’ general meeting, not to take advantage of his authority to seek for himself or others business opportunities that should belong to the Company, or to engage in business of the same kind as that of the Company for himself or others;
(VII) not to accept commissions from transactions with the Company for his own benefit;
(VIII) not to disclose the secrets of the Company without authorization;
(IX) not to damage the interests of the Company by taking advantage of its connected relationship;
(X) other loyalty obligations stipulated by laws, administrative regulations, departmental rules and these Articles of Association.

Any revenue derived by a Director from his/her breach of the provisions of this Article shall belong to the Company; and the Company shall be indemnified for its consequential losses.

The provisions of the directors’ loyalty obligations under Article 93 shall also apply to senior management members.

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Article 94 The Company’s directors shall abide by laws, administrative regulations and the Articles of Association, and bear the following diligence obligations to the Company:
(I) to exercise prudently, conscientiously and diligently the rights granted by the Company to ensure that the Company’s commercial activities comply with the requirements of national laws, administrative regulations and various national economic policies, and its commercial activities do not exceed the business scope stipulated in;
(II) to treat all shareholders fairly;
(III) to keep abreast of the business operation and management status of the Company;
(IV) to sign a written confirmation opinion on the periodic report of the Company. Ensure that the information disclosed by the Company is true, accurate and complete;
(V) to truthfully provide the relevant information and materials to the Supervisory Committee and not to prevent the Supervisory Committee or supervisors from exercising their functions and powers;
(VI) other diligence obligations stipulated by laws, administrative regulations, departmental rules and the Articles of Association.

The provisions of the directors’ diligence obligations in item (IV), (V) and (VI) under Article 94 of these Articles shall also apply to senior management members.

Article ~~116~~ 95 The Company’s directors, supervisors, general manager and other senior management members shall have an obligation, in the exercise of their rights or discharge of their obligations, to perform their acts with the care, diligence and skill that a reasonably prudent person should exercise in comparable circumstances.

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Article 117

~~The Company’s directors, supervisors, general manager and other senior management members must, in the performance of their duties and responsibilities, abide by the fiduciary principle and shall not place themselves in a position where their personal interests and their duties may conflict. This principle shall include but not be limited to the fulfillment of the following obligations:~~

~~(I) to act honestly in the best interest of the Company;~~
~~(II) to exercise powers within the scope of their powers and not to exceed such powers;~~
~~(III) to personally exercise the discretion vested in them and not allow themselves to be manipulated by others and, unless permitted by laws or with the informed consent of the general meeting, not to delegate the exercise of their discretion;~~
~~(IV) to accord equal treatment to shareholders of the same class and fair treatment to shareholders of different classes;~~
~~(V) not to conclude a contract or enter into a transaction or arrangement with the Company except as otherwise provided in the Articles of Association or with the informed consent of the general meeting;~~
~~(VI) not to use Company property for their own benefit in any way without the informed consent of the general meeting;~~
~~(VII) not to use their functions and powers as a means to accept bribes or other forms of illegal income, and not to illegally appropriate Company property in any way, including but not limited to any opportunities that are advantageous to the Company;~~
~~(VIII) not to accept commissions in connection with Company transactions without the informed consent of the general meeting;~~
~~(IX) to abide by the Articles of Association, to perform their duties faithfully, to protect the interests of the Company, and not to use their position, functions and powers in the Company to seek personal gain;~~
~~(X) not to compete with the Company in any way without the informed consent of the general meeting;~~

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~~(XI) not to divert Company funds, not to deposit Company assets or funds in accounts opened in their own or in another name and not to use Company property as security for the debts of the Company’s shareholders or other individuals;~~
~~(XII) without the informed consent of the general meeting, not to disclose confidential information relating to the Company that was acquired by them during their tenure; and not to use such information except in the furtherance of the interests of the Company; however, such information may be disclosed to a court or other competent government authorities if:~~

~~1. provided for by law;~~

~~2. required in the public interest; and~~

~~3. required in the personal interest of such directors, supervisors, general manager and other senior management members of the Company.~~
Article ~~118~~ 96 The directors, supervisors, the general manager and other senior management members of the Company may not incite the following persons or organisations (“connected persons”) to do what such directors, supervisors, general manager and other senior management members may not do:
(I) the spouses or minor children of such directors, supervisors, general manager and other senior management members of the Company;
(II) the trustees of such directors, supervisors, general manager and other senior management members of the Company or of persons referred to in item (I) hereof;
(III) the partners of such directors, supervisors, general manager and other senior management members of the Company or of persons referred to in items (I) and (II) hereof;
(IV) the companies over which such directors, supervisors, general manager and other senior management members of the Company, alone or jointly with persons referred to in items (I), (II) and (III) hereof or any other directors, supervisors, general manager and other senior management members of the Company, have de facto control; and
(V) the directors, supervisors, the general manager and other senior management members of the companies being controlled as referred to in item (IV) hereof.

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Article ~~119~~ 97 The fiduciary obligations of the Company’s directors, supervisors, general manager and other senior management members do not necessarily cease with the termination of their tenure. Their confidentiality obligations in relation to the Company’s trade secrets shall survive the termination of their tenure. The terms for which other obligations shall continue shall be determined in accordance with the principle of fairness, depending on the time lapse between the termination and the occurrence of the matter and the circumstances and conditions under which the relationship with the Company terminated.

~~Article 120 The directors, supervisors, general manager or other senior management members of the Company may, by informed decision of the general meeting, be relieved from liability for a specific breach of their obligations, except in circumstances as specified in Article 52 of the Articles of Association.~~

Article ~~121~~ 98 If the directors, supervisors, general manager or other senior management members of the Company are, directly or indirectly, materially interested in contracts, transactions or arrangements entered into or contemplated by the Company (excluding their engagement contract with the Company), they shall disclose the nature and extent of their interests to the board of directors at the earliest opportunity, whether or not the relevant matters are subject to the approval of the board of directors under normal circumstances.

Except the exceptions specified by the stock exchange where the shares of the Company are listed, a director may not vote on any contract, transaction or arrangement in which he or she or any of his or her close associate (as defined in the securities listing rules in force from time to time) has a material interest and which is to be approved by the board of directors or any other proposals related thereto. Additionally, he or she may not count in the quorum for the meeting.

Unless the interested director, supervisor, general manager or other senior management member has disclosed such interest to the board of directors as required under the first paragraph hereof and the matter has been approved by the board of directors at a meeting in which he or she was not counted in the quorum and had refrained from voting, the Company shall have the right to void the contract, transaction or arrangement, unless the other party is a bona fide party acting without knowledge of the breach of obligation by the director, supervisor, general manager or other senior management member concerned.

A director, a supervisor, the general manager or other senior management member of the Company shall be deemed to be interested in any contract, transaction or arrangement in which a connected person of that director, supervisor, general manager or other senior management member is interested.

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~~Article 122 If a director, a supervisor, the general manager or other senior management member of the Company gives a written notice to the board of directors before the conclusion of the contract, transaction or arrangement is first considered by the Company stating that, by reason of the contents of the notice, he is interested in the contract, transaction or arrangement that may subsequently be made by the Company, such director, supervisor, general manager or other senior management member of the Company shall be deemed for the purposes of the preceding Article of this Chapter to have declared his or her interest, to the extent stated in the notice.~~

~~Article 123 The Company may not in any manner pay tax on behalf of its directors, supervisors, general manager and other senior management members.~~

~~Article 124 The Company may not directly or indirectly provide a loan to, or a loan guarantee for, its directors, supervisors, general manager and other senior management members or those of its parent company, or provide a loan to or a loan guarantee for connected persons of the above-mentioned persons.~~

~~The provisions of the preceding para graph shall not apply to the following circumstances:~~

~~(I) the provision by the Company of a loan to or a loan guarantee for a subsidiary of the Company;~~
~~(II) the provision by the Company of a loan, loan guarantee or other money to a director, a supervisor, the general manager and other senior management member of the Company under an engagement contract approved by the general meeting, so as to enable him to meet the expenses incurred for the purposes of the Company or for the performance of his or her duties; and~~
~~(III) the provision by the Company of a loan or a loan guarantee to the relevant director, supervisor, general manager and other senior management member of the Company or to a connected person thereof on normal commercial terms, if the ordinary scope of business of the Company includes the lending of money or the provision of loan guarantees.~~
~~Article 125 A loan provided by the Company in breach of the preceding Article shall be immediately repayable by the recipient of the loan, regardless of the terms of the loan.~~

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~~Article 126 A loan guarantee provided by the Company in breach of Article 124 shall be unenforceable against the Company, unless:~~
~~(I) the loan was provided to a connected person of a director, a supervisor, the general manager and other senior management member of the Company or of its parent company, and at the time the loan was advanced, the lender did not know the relevant circumstances; and~~
~~(II) the collateral provided by the Company has been lawfully sold by the lender to a bona fide purchaser.~~
~~Article 127 For the purposes of the preceding Articles of this Chapter, the term “guarantee” shall include an act whereby the guarantor assumes liability or provides property to guarantee or secure the performance of obligations by the obligor.~~
~~Article 128 If a director, a supervisor, the general manager and other senior management member of the Company breaches his or her obligations to the Company, the Company shall, in addition to any rights and remedies provided by laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed, have the right to:~~
~~(I) require the relevant director, supervisor, general manager and other senior management member to compensate for the losses sustained by the Company as a consequence of his or her dereliction of duty;~~
~~(II) rescind any contract or transaction concluded by the Company with the relevant director, supervisor, general manager and other senior management member, and any contract or transaction concluded by the Company with a third party (where such third party is well aware or should know that the director, supervisor, general manager and other senior management member representing the Company was in breach of his or her obligations to the Company);~~
~~(III) require the relevant director, supervisor, general manager and other senior management member to surrender the gains derived from the breach of his or her obligations;~~
~~(IV) recover any money received by the relevant director, supervisor, general manager and other senior management member that should have been received by the Company, including but not limited to commissions; and~~
~~(V) require the relevant director, supervisor, general manager and other senior management member to return the interest earned or possibly earned on the money that should have been given to the Company.~~

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~~Article 129 The Company shall enter into a written contract with each director and supervisor of the Company concerning his or her remuneration. Such contracts shall be approved by the general meeting before they are entered into. The aforementioned remuneration shall include:~~
~~(I) remuneration in respect of his or her service as a director, supervisor or senior management member of the Company;~~
~~(II) remuneration in respect of his service as a director, supervisor or senior management member of a subsidiary of the Company;~~
~~(III) remuneration for other services provided toward the management of the Company and a subsidiary thereof; and~~
~~(IV) the payment to the aforementioned director and supervisor by way of compensation for his or her loss of office or in connection with his or her retirement from office.~~

~~A director or supervisor may not sue the Company for benefits due to him or her on the basis of the aforementioned matters, except under a contract as mentioned above.~~

Article ~~130~~ 99 The Company shall specify in the contract concluded with a director or supervisor of the Company concerning his or her remuneration that in the event of a takeover of the Company, a director or supervisor of the Company shall, subject to prior approval of the general meeting, have the right to receive the compensation or other money for his or her loss of office or in connection with his or her retirement from office.

For the purposes of the preceding paragraph, the term “a takeover of the Company” shall mean:

(I) a takeover offer made by any person to all shareholders; or
(II) a takeover offer made by any person with a view to the offeror becoming a controlling shareholder as defined in the Articles of Association.

If the relevant director or supervisor has failed to comply with this Article, any sums received by him or her shall belong to those persons that have sold their shares as a result of their acceptance of the aforementioned offer, and the expenses incurred in the pro rata distribution of such sums shall be borne by the relevant director or supervisor and may not be paid out of such sums.

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CHAPTER XV XIII FINANCIAL AND ACCOUNTING SYSTEMS AND DISTRIBUTION OF PROFITS

Article	The Company shall formulate its financial and accounting systems in
~~1311~~00	accordance with the PRC laws and the PRC accounting standards formulated by relevant state authorities.
Article	The Company shall prepare financial reports at the end of each fiscal year.
~~1321~~01	Such reports shall be audited and verified in accordance with the law.
	The Company shall adopt the Gregorian calendar year as its fiscal year, which
	shall commence on January 1 and end on December 31 of the same Gregorian
	calendar year.
	The Company’s accounts shall be prepared in Chinese with amounts
	denominated in Renminbi.
Article	The Company shall publish financial reports twice every fiscal year, namely an
~~1331~~02	interim financial report within 60 days after the end of the first six months of the fiscal year and an annual financial report within 120 days after the end of
	the fiscal year. Where the securities regulatory authority of the place where the
	shares of the Company are listed has other provisions, such provisions shall
	prevail.
	The aforementioned financial reports shall be prepared in accordance with
	relevant laws, administrative regulations and departmental rules.
Article	The board of directors of the Company shall place before the shareholders at
~~1341~~03	each annual general meeting such financial reports prepared by the Company as required by relevant laws, administrative regulations and normative
	documents promulgated by local government and competent authorities.
Article	The financial reports of the Company shall be made available for inspection by
~~1351~~04	shareholders 20 days prior to the convening of an annual general meeting. Each shareholder of the Company shall have the right to obtain a copy of the
	financial reports referred to in this Chapter.
	The company listed in Hong Kong shall send the foregoing report of the board
	of directors, the financial report together with the balance sheet (including all
	annexes to the balance sheet as prescribed by the laws), profit and loss
	statement and income and expenditure statement, or summary financial report
	to each holder of overseas listed foreign shares by pre-paid mail at least 21
	days before the convening of the general meeting. The address of the recipient
	shall be the registered address as shown on the register of shareholders.

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Article The Company shall prepare its financial statements in accordance with the ~~1361~~ 05 PRC accounting standards and regulations as well as the international accounting standards or the accounting standards of the place where the Company’s shares are listed overseas. If there is any material discrepancy between the financial statements prepared in accordance with the two accounting standards respectively, explanations shall be made in the notes to the financial statements. Distribution of the after-tax profits for the relevant fiscal year shall be based on the lower of the after-tax profits as shown in the two sets of financial statements.

Article The interim results or financial information announced or disclosed by the ~~1371~~ 06 Company shall be prepared in accordance with the PRC accounting standards and regulations as well as the international accounting standards or the accounting standards of the place where the Company’s shares are listed overseas. Article The Company shall not keep accounts other than those provided by law. Any ~~1381~~ 07 assets of the Company shall not be kept under any account opened in the name of any individual. Article The capital common reserve shall include the following funds: ~~1391~~ 08

(I) the premiums obtained from the issue of shares above par; and (II) other revenue required by the State Council’s finance authority to be included in the capital common reserve.
Article When the Company distributes its after-tax profits for a given year, it shall set ~~1401~~ 09 aside 10 percent of profits for its statutory common reserve.

The Company shall no longer be required to make allocations to its statutory common reserve once the aggregate amount of such reserve reaches at least 50 percent of its registered capital.

If the Company’s statutory common reserve is insufficient to make up losses for previous years, the Company shall use its profits for the current year to make up such losses before making the allocation to its statutory common reserve in accordance with the preceding paragraph.

After making the allocation from its after-tax profits to its statutory common reserve, the Company may, subject to a resolution of the general meeting, make an allocation from its after-tax profits to the discretionary common reserve.

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After the Company has made up its losses and made allocations to its common reserves, the remaining after-tax profits of the Company shall be distributed in proportion to the shareholdings of its shareholders, unless the Articles of Association provide that distributions are to be made otherwise than proportionally. If the general meeting breaches the provisions of the preceding paragraph by distributing profits to shareholders before the Company has made up its losses and made allocations to the statutory common reserve, the shareholders must return to the Company the profits that were distributed in breach of the said provisions.

No profit distribution shall be made in respect of the shares of the Company which are held by the Company.

Article The Company’s common reserves shall be used to make up the Company’s ~~1411~~ 10 losses, to expand the Company’s production and operations or, through conversion into capital, to increase the Company’s capital. However, the capital common reserve will not be used to make up the Company’s losses.

When funds in the statutory common reserve are converted into capital, the funds remaining in such reserve will not be less than 25 percent of the Company’s registered capital before the conversion.

Article The Company shall appoint receiving agents for holders of overseas listed ~~1421~~ 11 foreign shares to collect on behalf of the relevant shareholders the dividends distributed and other money payable in respect of overseas listed foreign shares.

The receiving agents appointed by the Company shall meet the requirements of the laws of the place, or the relevant regulations of the stock exchange, where shares are listed.

The receiving agents appointed by the Company for the holders of overseas listed foreign shares listed on the Hong Kong Stock Exchange shall be trust companies registered under the Trustee Ordinance of Hong Kong.

Subject to the laws of the PRC, the Company may exercise the power to forfeit unclaimed dividends, provided that it does so only after the expiration of the applicable relevant period.

Any amount paid up in advance of calls on any share may carry interest but shall not entitle the holder of the share to participate in respect thereof in a dividend subsequently declared.

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The Company has the power to cease sending dividend warrants by post to a given holder of overseas listed foreign shares, but may exercise such power only if such warrants have been left uncashed on two consecutive occasions. However, the Company may exercise such power after the first occasion on which such a warrant is returned undelivered.

The Company has the power to sell by a method deemed fit by the board of directors the shares of a holder of overseas listed foreign shares who is untraceable, provided that it complies with the following conditions:

(I) the Company has paid, during a period of 12 years, at least three dividends in respect of the shares in question but no dividend during that period was claimed; and
(II) on expiry of the 12 years, the Company gives notice of its intention to sell the shares by way of an announcement published in one or more newspapers in the place where the Company is listed and notifies the securities regulatory authority of the place where its shares are listed of such intention.
Article The Company shall engage an accounting firm which has obtained relevant ~~1431~~ 12 business qualifications to audit the financial statements, verify net asset and provide other relevant consultancy service. The accounting firm to be engaged by the Company shall be appointed or dismissed by the general meeting, and the term of engagement shall commence upon the conclusion of the annual general meeting of the Company and end upon the conclusion of the next annual general meeting.
Article An accounting firm engaged by the Company shall have the following rights: ~~1441~~ 13
(I) the right of accessing to the account books, records or vouchers of the Company and the right to require directors, the general manager or other senior management members of the Company to provide relevant information and explanations;
(II) the right to require the Company to take reasonable measures to obtain from its subsidiaries the information and explanations necessary for the accounting firm to perform its duties; and
(III) the right to attend a general meeting in a non-voting capacity, to receive notice of, or other information concerning, any meetings which shareholders have a right to receive, and to be heard at any general meeting on any matter which relates to it as the accounting firm of the Company.

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Article	If the position of accounting firm becomes vacant, the board of directors may
~~1451~~14	appoint an accounting firm to fill such vacancy before a general meeting is held. However, if there are other accounting firms holding the position of
	accounting firm of the Company while such vacancy persists, such accounting
	firms may continue to act.
Article	The general meeting may by ordinary resolution decide to dismiss any
~~1461~~15	accounting firm prior to the expiration of its term of engagement, notwithstanding the terms of the contract between the accounting firm and the
	Company, but without prejudice to such accounting firm’s right, if any, to
	claim damages from the Company in respect of such dismissal.
Article	The remuneration or method of determining the remuneration of an accounting
~~1471~~16	firm shall be determined by the general meeting. The remuneration of an accounting firm engaged by the board of directors shall be determined by the
	board of directors.
Article	The engagement, dismissal or non-reappointment of an accounting firm shall
~~1481~~17	be determined by the general meeting.
	Prior to the dismissal or non-reappointment of the appointment of an
	accounting firm, a notice in advance of such dismissal or non-reappointment
	shall be given to the accounting firm concerned and such firm shall be entitled
	to make representation at the general meeting.

Where a resolution at a general meeting is to be passed to appoint as accounting firm an accounting firm other than an incumbent accounting firm, to fill a casual vacancy in the office of accounting firm, or to remove an accounting firm before the expiration of its term of office, matters shall be handled in accordance with the following provisions:

(I) the motion of engagement or dismissal shall be sent, before issuance of the notice of the general meeting, to the accounting firm proposed to be appointed or the accounting firm proposing to leave its post or the accounting firm that has left its post in the relevant fiscal year.

Leaving includes leaving by removal, resignation and retirement.

(II) if the accounting firm leaving its post makes representations in writing and requests their notification to the shareholders, the Company shall (unless the representations are received too late):
in any notice of the resolution given to shareholders, state the fact of the representations having been made by the accounting firm that is leaving its post; and
serve a copy of the representations as an attachment to the notice on the shareholders by the method specified in the Articles of Association.

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APPENDIX I

(III) if the accounting firm’s representations are not sent under item (II) of this Article, the relevant accounting firm may require that the representations be read out at the general meeting, and further complaints may be lodged.
(IV) an accounting firm that is leaving its post shall be entitled to attend:
the general meeting at which its term of office would otherwise have expired;
any general meeting at which it is proposed to fill the vacancy caused by its removal; and
any general meeting convened on its resignation.

The leaving accounting firm shall be entitled to receive all notices of, and other information relating to, any such meeting, and to be heard at any such meeting on matters which concern it as former accounting firm of the Company.

Article Prior to the dismissal or non-reappointment of the appointment of an ~~1491~~ 18 accounting firm, a notice in advance of such dismissal or non-reappointment shall be given to the accounting firm concerned and such firm shall be entitled to make representation at the general meeting. Where the certified public accounting firm resigns from its post, it shall make clear to the general meeting whether there has been any impropriety on the part of the Company

(I) Any accounting firm may resign from its office by depositing at the Company’s legal residence a written resignation notice which shall become effective on the date of such deposit or on such later date as may be stipulated in such notice. Such notice shall include the following:
a statement to the effect that there are no circumstances connected to its resignation which shall be brought to the attention of the shareholders or creditors of the Company; or
a statement of any matters which shall be explained.
(II) Where a notice is deposited under the item (I) of this Article, the Company shall within 14 days send a copy of the notice to the competent authority. If the notice contains a representation referred to in item (I) 2 of this Article, a copy of such representation shall be placed at the Company for shareholders’ inspection. The Company shall also send a copy of such representation to each shareholder entitled to receive report on the financial position of the Company by prepaid post at his or her address shown on the register of shareholders.

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(III) Where the notice of resignation of an accounting firm contains a statement of Item (I) 2 of this Article, the accounting firm may require the board of directors to convene an extraordinary general meeting for the purpose of giving an explanation of the circumstances connected with its resignation.

CHAPTER XVI XIV MERGER, DIVISION, DISSOLUTION AND LIQUIDATION OF THE COMPANY

Section I Merger and Division of the Company

Article	The merger or division of the Company shall require the preparation of a
~~1501~~19	proposal by the board of directors. After such proposal has been adopted in accordance with the procedures specified in the Articles of Association,
	relevant approval procedures shall be carried out in accordance with the law.
	Shareholders that oppose the proposal for the merger or division of the
	Company shall have the right to require the Company or shareholders that are
	in favor of such proposal to purchase their shares at a fair price. The contents
	of resolutions approving the merger or division of the Company shall be
	compiled in a special document for inspection by shareholders.
	The aforesaid documents shall be sent to each holder of overseas listed shares
	of companies listed in Hong Kong by post.
Article	A merger may take either the form of a merger by absorption or the form of
~~1511~~20	a merger by new establishment.
	If the Company is involved in a merger, the parties to the merger shall enter
	into a merger agreement and prepare a balance sheet and a property list. Within
	10 days from the date of adoption of the merger resolution, the Company shall
	notify its creditors and within 30 days it shall make an announcement in the
	newspapers.
	When the Company is merged, the claims and debts of each party to the merger
	shall be succeeded to by the company surviving the merger or the new
	company established subsequent to the merger.
Article	If the Company is divided, its property shall be divided accordingly.
~~1521~~21
	When the Company is involved in a division, the parties to the division shall
	enter into a division agreement and prepare a balance sheet and a property list.
	Within 10 days from the date of adoption of the resolution on the division, the
	Company shall notify its creditors and within 30 days it shall make an
	announcement in the newspapers.

The post-division companies shall be jointly and severally liable for the pre-division debts of the Company.

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APPENDIX I

Article If a change occurs in the Company’s registered particulars due to its merger or ~~1531~~ 22 division, the change shall be registered with the Company’s registrar in accordance with the law. If the Company is dissolved, de-registration of the Company shall be carried out in accordance with the law. If a new company is established, registration of the establishment of such company shall be carried out in accordance with the law.

Section II Dissolution and Liquidation

Article The Company shall be dissolved in accordance with the law under any of the ~~1541~~ 23 following circumstances:

(I) the general meeting resolves to dissolve the Company;
(II) dissolution is necessary as a result of the merger or division of the Company;
(III) the Company is legally declared bankrupt because it is unable to pay its debts as they fall due;
(IV) the Company’s business license is revoked or it is ordered to close down or it is deregistered according to laws;
(V) serious difficulties arise in the operation and management of the Company and its continued existence would cause material loss to the interests of the shareholders and such difficulties cannot be resolved through other means, in which case shareholders holding at least 10 percent of all shareholders’ voting rights of the Company may petition a People’s Court to dissolve the Company.
Article Where the Company is dissolved according to the provisions of sub-paragraphs ~~1551~~ 24 (I), (IV), and (V) of the preceding Article, it shall establish a liquidation committee and liquidation shall commence within 15 days from the date on which the cause for dissolution arose. The liquidation committee shall be composed of persons determined by way of ordinary resolution at a general meeting. If the Company fails to establish the liquidation committee and carry out the liquidation within the time limit, its creditors may petition a People’s Court to designate relevant persons to form a liquidation committee and carry out the liquidation.

If the Company is to be dissolved pursuant to item (III) of the preceding Article, the People’s Court shall, in accordance with the provisions of relevant laws, arrange for the shareholders, relevant authorities and relevant professionals to establish a liquidation committee to carry out liquidation.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 156

~~If the board of directors decides that the Company shall be liquidated (except for the liquidation as a result of the Company’s declaration of bankruptcy), the notice of the general meeting convened for such purpose shall include a statement to the effect that the board of directors has made full inquiry into the position of the Company and that the board of directors is of the opinion that the Company can pay its debts in full within 12 months after the commencement of the liquidation. The functions and powers of the board of directors of the Company shall terminate immediately after the general meeting has passed the resolution to carry out liquidation. The liquidation committee shall take instructions from the general meeting and shall make a report to the general meeting on the committee’s income and expenditure as well as the business of the Company and the progress of the liquidation at least annually. It shall make a final report to the general meeting when the liquidation is completed.~~

Article	The liquidation committee shall notify creditors within 10 days of its
~~1571~~25	establishment, and make announcements on the newspapers within 60 days of its establishment. Claims shall be registered by the liquidation committee.
	Creditors shall declare their claims to the liquidation committee within 30 days
	from the date of receipt of the written notice or, if they did not receive a
	written notice, within 45 days from the date of the announcement.
	When declaring their claims, creditors shall explain the particulars relevant to
	their claims and submit supporting documentation. The liquidation committee
	shall register the claims.

During the claim declaration period, the liquidation committee shall not pay any debts to creditors.

Article	The liquidation committee shall exercise the following functions and powers
~~1581~~26	during liquidation:

(I) to check the Company’s property, and to prepare a balance sheet and property list;
(II) to notify creditors by notice and public announcement;
(III) to dispose of outstanding affairs of the Company relating to the liquidation;
(IV) to settle outstanding taxes as well as taxes arising in the course of liquidation;

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APPENDIX I

(V) to liquidate claims and debts;
(VI) to dispose of the Company’s property remaining after the debts are paid in full; and
(VII) to represent the Company in civil actions.

Article ~~1591~~27 Article ~~1601~~28 Article ~~1611~~29	After the liquidation committee has liquidated the Company’s property and prepared a balance sheet and property list, it shall formulate a liquidation plan and submit such plan to the general meeting or the People’s Court for confirmation. The Company’s property remaining after payment of the liquidation expenses, the wages, social insurance premiums and statutory compensation of the employees, the taxes owed and all the Company’s debts shall be distributed by the Company to the shareholders in proportion to the shares they hold. During liquidation, the Company shall continue to exist but may not engage in any business activities unrelated to the liquidation. The Company’s property will not be distributed to the shareholders until repayment of its debts in accordance with the preceding paragraph. If the liquidation committee, having liquidated the Company’s property and prepared a balance sheet and property list, discovers that the Company’s property is insufficient to pay its debts in full, it shall apply to the People’s Court for a declaration of bankruptcy in accordance with the law. After the People’s Court has ruled to declare the Company bankrupt, the liquidation committee shall turn over the liquidation matters to the People’s Court. Following the completion of liquidation of the Company, the liquidation committee shall formulate a liquidation report~~, a revenue and expenditure~~ ~~tttdfiiltitfthliidtiiddft~~	After the liquidation committee has liquidated the Company’s property and prepared a balance sheet and property list, it shall formulate a liquidation plan and submit such plan to the general meeting or the People’s Court for confirmation. The Company’s property remaining after payment of the liquidation expenses, the wages, social insurance premiums and statutory compensation of the employees, the taxes owed and all the Company’s debts shall be distributed by the Company to the shareholders in proportion to the shares they hold. During liquidation, the Company shall continue to exist but may not engage in any business activities unrelated to the liquidation. The Company’s property will not be distributed to the shareholders until repayment of its debts in accordance with the preceding paragraph. If the liquidation committee, having liquidated the Company’s property and prepared a balance sheet and property list, discovers that the Company’s property is insufficient to pay its debts in full, it shall apply to the People’s Court for a declaration of bankruptcy in accordance with the law. After the People’s Court has ruled to declare the Company bankrupt, the liquidation committee shall turn over the liquidation matters to the People’s Court. Following the completion of liquidation of the Company, the liquidation committee shall formulate a liquidation report~~, a revenue and expenditure~~ ~~tttdfiiltitfthliidtiiddft~~
	~~saemen an nanca accouns n respec o e quaon pero an, aer~~ ~~verification thereof by a certified public accountant in China~~, submit the same to the general meeting or the competent authority for confirmation~~. Within 30~~ ~~dfthdtfthlti’thttthit’~~
		~~. n ~~ ~~thit’~~
	~~ays rom e ae o e genera meengs or e compeen auorys~~ ~~confirmation, the ~~The liquidation committee shall submit the aforementioned documents to the company registration authority to apply for company deregistration, and announce the Company’s termination.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

CHAPTER XVII XV AMENDMENT TO THE ARTICLES OF ASSOCIATION

Article The Company may amend the Articles of Association according to the ~~1621~~ 30 provisions of the laws, administrative regulations, the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.

Article Amendments to the Articles of Association shall become effective from the ~~1631~~ 31 date of approval by the shareholders’ general meeting through special resolution. Where any amendment involves the registered particulars of the Company, application shall be made for change of registration in accordance with the laws.

CHAPTER XVIII XVI NOTICES AND ANNOUNCEMENTS

Article Notices (for the purposes of this Chapter, the term “notice” includes company ~~1641~~ 32 communications and other written materials) of the Company shall be given or provided by one or more of the following means:

(I) By hand;
(II) by mail;
(III) by such electronic means as e-mail, fax, etc. or on information media;
(IV) by way of a public announcement; and
(V) other ways recognized by the regulatory authorities of the place where the shares of the Company are listed or required by the Articles of Association.

Unless otherwise specified in the Articles of Association, if a notice is issued by the Company to the shareholders of overseas listed foreign shares by way of announcement, the Company shall on the same day submit an electronic version of such announcement to the Hong Kong Stock Exchange through the electronic publishing system of the Hong Kong Stock Exchange for immediate release on the website of the Hong Kong Stock Exchange in accordance with the requirements of the local listing rules. Such announcement shall also be published on the website of the Company at the same time. In addition, the notice shall be delivered to each of the registered addresses as set forth in the register of holders of overseas listed foreign shares by way of personal delivery or pre-paid mail so as to give the shareholders sufficient notice and time to exercise their rights or take any action in accordance with the terms of the notice.

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APPENDIX I

Holders of the Company’s overseas listed foreign shares may elect in writing to receive corporate communication that the Company is required to deliver to shareholders either by electronic means or by post, and may also elect to receive either the Chinese or English version only, or both the Chinese and English versions. Such holders shall have the right to change their choices as to the manner of receiving and the language versions of the aforesaid information by giving a written notice to the Company in advance within a reasonable period in accordance with applicable procedures.

The Company may serve a notice to the shareholders whose registered address are located outside Hong Kong.

Article For a notice given by hand, the person on whom it is served shall sign (or affix ~~1651~~ 33 his or her seal to) the acknowledgement slip, and the date on which he or she signed in receipt shall be the date of service.

For a notice given by mail, the date of service shall be 48 hours from the date of consignment to the post office.

For a notice given by fax, e-mail or publication on a website, the date on which such notice is dispatched shall be the date of service.

For a notice given by way of a public announcement, the first day of publication shall be the date of service. Such announcement shall be published in a newspaper that satisfies relevant regulations or given by the method set forth in Article 164 of the Articles of Association.

Article If the listing rules in the place of listing require the Company to send, mail, ~~1661~~ 34 issue, dispatch, publish or otherwise provide relevant documents of the Company in both English and Chinese versions, the Company may, to the extent permitted by laws and regulations and in accordance with applicable laws and regulations, (if a shareholder has so indicated) only send him or her the English versions or Chinese versions of documents if the Company has made sufficient arrangements to ascertain whether its shareholders wish to only receive English versions or Chinese versions of documents.

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CHAPTER XIX SETTLEMENT OF DISPUTES

~~Article 167 Unless otherwise provided in the Articles of Association, the Company shall abide by the following principles for settlement of disputes:~~

~~(I) If any dispute or claim that concerns the Company’s affairs and is based on rights or obligations provided for in the Articles of Association, the Company Law and other relevant laws arises between a holder of overseas listed foreign shares and the Company, between a holder of overseas listed foreign shares and a director, a supervisor, the general manager or other senior management member of the Company or between a holder of overseas listed foreign shares and a holder of domestic shares, the parties concerned shall refer the dispute or claim to arbitration.~~

~~When a dispute or claim as described above is submitted to arbitration, the dispute or claim shall be submitted in its entirety, and all persons (being the Company or shareholders, directors, supervisors, the general manager or other senior management members of the Company) that have a cause of action due to the same facts or whose participation is necessary for the resolution of such dispute or claim shall abide by the arbitration.~~

~~Disputes regarding the definition of shareholders and the register of shareholders specified in the Articles of Association shall be resolved by means other than arbitration.~~

~~(II) The claimant shall refer a dispute or claim to the China International Economic and Trade Arbitration Commission for arbitration which shall be conducted in accordance with the arbitration rules in force at that time. The place of arbitration is Beijing.~~
~~(III) Unless otherwise provided by laws or administrative regulations, PRC laws shall apply to the resolution by arbitration of disputes or claims referred to in item (I).~~
~~(IV) The award of the arbitration institution shall be final and binding upon each party.~~

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APPENDIX I

CHAPTER XX XVII SUPPLEMENTARY PROVISIONS

Article Unless otherwise required by the context, the following terms used in the ~~1681~~ 35 Articles of Association shall have the meanings ascribed to them below:

(I) “Controlling shareholder” means a person that satisfies any of the following conditions:
he or she, acting alone or in concert with others, has the power to elect at least one half of the directors;
he or she, acting alone or in concert with others, has the power to exercise or to control the exercise of, at least 30 percent of the Company’s voting rights;
he or she, acting alone or in concert with others, holds at least 30 percent of the outstanding shares of the Company; or
he or she, acting alone or in concert with others, actually controls the Company in any other manner.
(II) “Actual controller” means a person who, although not a shareholder of the Company, is nevertheless able to actually direct the acts of the Company by virtue of an investment relationship, agreement or other arrangement.
(III) “Connected relationship” means the relationship between the Company’s controlling shareholder, actual controller, director, supervisor or senior management member on the one hand and an enterprise directly or indirectly controlled by him or her on the other hand, as well as any other relationship that may result in a diversion of the Company’s interests; however, enterprises controlled by the state shall not be deemed to have a connected relationship merely by virtue the fact that such enterprises are under the common control of the state.
(IV) H Shares means overseas listed shares issued by the Company for listing on the Hong Kong Stock Exchange.

Article For the purposes of the Articles of Association, the term “accounting firm” ~~1691~~ 36 shall have the same meaning as the term “auditor” used in the Listing Rules ~~of the Hong Kong Stock Exchange~~ .

Article For the purposes of the Articles of Association, the term “PRC” means the ~~1701~~ 37 mainland of the People’s Republic of China, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

Article The Articles of Association are written in Chinese. In the event that there is a ~~1711~~ 38 discrepancy between any other language version or different version hereof and the Articles of Association, the Chinese version shall prevail.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article Unless otherwise provided in the Articles of Association, “days” mean “natural ~~1721~~ 39 days”. For the purposes of the Articles of Association, the terms “at least”, “within” and “not more than” shall include the number itself; and the terms “less than”, “lower than”, “other than”, “more than”, “before” and “after” shall not include the number itself. Article The board of directors is responsible for the interpretation of the Articles of ~~1731~~ 40 Association. The matters not covered in the Articles of Association shall be dealt with in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed, in conjunction with the actual circumstances of the Company. In the event that the Articles of Association is in conflict with the newly promulgated relevant laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed, such newly promulgated laws, administrative regulations or the listing rules of the places where the shares of the Company are listed shall prevail.

Jinke Smart Services Group Co., Ltd.

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NOTICE OF EGM

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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Jinke Smart Services Group Co., Ltd. 金科智慧服務集團股份有限公司

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

(Stock Code: 9666)

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON 13 OCTOBER 2023

NOTICE IS HEREBY GIVEN THAT the 2023 first extraordinary general meeting (the “ EGM ”) of Jinke Smart Services Group Co., Ltd. (the “ Company ”) will be convened and held at Building A4, East Zone, Jinke Shiniancheng, No. 480, Panxi Road, Shimahe Street, Jiangbei District, Chongqing, PRC on Friday, 13 October 2023 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the relevant resolutions set out below. Unless the context requires otherwise, capitalised terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated 25 September 2023 (the “ Circular ”).

ORDINARY RESOLUTION

To consider and approve the appointment of Mr. Tung Woon Cheung Eric as an independent non-executive Director, and to authorize the Board to fix his remuneration.

SPECIAL RESOLUTION

To consider and approve the proposed amendments to the Articles of Association as described in the section headed “Proposed Amendments to the Articles of Association” of the Circular, and to authorise the Directors to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or issues and to make further amendment(s) (where necessary) pursuant to the requirements of the relevant governmental and/or regulatory authorities arising from the proposed amendments to the Articles of Association.

By Order of the Board Jinke Smart Services Group Co., Ltd. Xia Shaofei Chairman

Chongqing, 25 September 2023

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NOTICE OF EGM

Notes:

The resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.jinkeservice.com) in accordance with the Listing Rules.
All shareholders of the Company are eligible for attending the EGM. Any shareholder of the Company entitled to attend and vote at the EGM convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the EGM and vote instead of him/her. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the proxy form. Every shareholder of the Company present in person or by proxy shall be entitled to one vote for each share held by him/her.
In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be completed and returned to the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude a shareholder of the Company from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.
For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 10 October 2023 to Friday, 13 October 2023 (both dates inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the EGM, holders of H shares of the Company whose transfer documents have not been registered are required to submit the share certificates together with the properly completed share transfer forms to the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Monday, 9 October 2023 for registration.
The instrument appointing the proxy must be in writing and signed by the appointer or his/her attorney duly authorised in writing, or if the appointer is a legal person, either under a legal person’s seal or signed by its director or an attorney duly authorised in writing.
The EGM (or any adjournment thereof) is expected to take no more than half a day. Shareholders of the Company or their proxies attending the EGM (or any adjournment thereof) shall bear their own travelling and accommodation expenses.

As at the date of this notice, the Board comprises Mr. Xia Shaofei as executive Director, Mr. Wu Xiaoli, Ms. Lin Ke, Mr. Wei Yi, Mr. Xu Guofu and Mr. Liang Zhongtai as non-executive Directors, and Ms. Xiao Huilin and Ms. Yuan Lin as independent non-executive Directors.

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AI assistant

Jinke Smart Services Group Co., Ltd. — Proxy Solicitation & Information Statement 2023

51128_rns_2023-09-24_c664c563-d9e9-47ca-a620-ab4c03194fd3.pdf

Jinke Smart Services Group Co., Ltd. 金科智慧服務集團股份有限公司

(Stock Code: 9666)

(1) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR;

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

DEFINITIONS

Jinke Smart Services Group Co., Ltd. 金科智慧服務集團股份有限公司

(Stock Code: 9666)

To the Shareholders

(1) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR;

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

2. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

3. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

4. EGM AND PROXY ARRANGEMENT

5. VOTING BY POLL

6. CLOSURE OF REGISTER OF MEMBERS

7. RECOMMENDATION

APPENDIX I

CHAPTER I GENERAL PROVISIONS

CHAPTER II BUSINESS OBJECTIVES AND SCOPE

CHAPTER III SHARES AND REGISTERED CAPITAL

CHAPTER IV INCREASED AND REDUCTION OF CAPITAL AND BUYBACK OF SHARES

~~CHAPTER V FINANCIAL ASSISTANCE FOR THE PURCHASE OF COMPANY SHARES~~

CHAPTER ~~VI~~ V SHARE CERTIFICATES AND REGISTER OF MEMBERS

~~Article 45~~

CHAPTER ~~VII~~ VI RIGHTS AND OBLIGATIONS OF SHAREHOLDERS

CHAPTER ~~VIII~~ VII GENERAL MEETINGS

~~CHAPTER IX VOTING PROCEDURES FOR CLASS SHAREHOLDERS~~

~~Article 81~~

~~Article 82~~

CHAPTER ~~X~~ VIII BOARD OF DIRECTORS

CHAPTER ~~XI~~ IX SECRETARY TO THE BOARD

CHAPTER ~~XII~~ X SUPERVISORY COMMITTEE

CHAPTER ~~XIII~~ XI GENERAL MANAGER AND OTHER MEMBERS OF SENIOR MANAGEMENT

CHAPTER ~~XIV~~ XII QUALIFICATIONS AND OBLIGATIONS OF THE DIRECTORS, SUPERVISORS, GENERAL MANAGER AND OTHER SENIOR MANAGEMENT MEMBERS

~~Article 117~~

CHAPTER ~~XV~~ XIII FINANCIAL AND ACCOUNTING SYSTEMS AND DISTRIBUTION OF PROFITS

CHAPTER ~~XVI~~ XIV MERGER, DIVISION, DISSOLUTION AND LIQUIDATION OF THE COMPANY

Section I Merger and Division of the Company

Section II Dissolution and Liquidation

~~Article 156~~

CHAPTER ~~XVII~~ XV AMENDMENT TO THE ARTICLES OF ASSOCIATION

CHAPTER ~~XVIII~~ XVI NOTICES AND ANNOUNCEMENTS

~~CHAPTER XIX SETTLEMENT OF DISPUTES~~

CHAPTER ~~XX~~ XVII SUPPLEMENTARY PROVISIONS

Jinke Smart Services Group Co., Ltd. 金科智慧服務集團股份有限公司

(Stock Code: 9666)

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON 13 OCTOBER 2023

ORDINARY RESOLUTION

SPECIAL RESOLUTION

More from Jinke Smart Services Group Co., Ltd.

Jinke Smart Services Group Co., Ltd. Proxy Solicitation & Information Statement 2023

CHAPTER V FINANCIAL ASSISTANCE FOR THE PURCHASE OF COMPANY SHARES

CHAPTER VI V SHARE CERTIFICATES AND REGISTER OF MEMBERS

Article 45

CHAPTER VII VI RIGHTS AND OBLIGATIONS OF SHAREHOLDERS

CHAPTER VIII VII GENERAL MEETINGS

CHAPTER IX VOTING PROCEDURES FOR CLASS SHAREHOLDERS

Article 81

Article 82

CHAPTER X VIII BOARD OF DIRECTORS

CHAPTER XI IX SECRETARY TO THE BOARD

CHAPTER XII X SUPERVISORY COMMITTEE

CHAPTER XIII XI GENERAL MANAGER AND OTHER MEMBERS OF SENIOR MANAGEMENT

CHAPTER XIV XII QUALIFICATIONS AND OBLIGATIONS OF THE DIRECTORS, SUPERVISORS, GENERAL MANAGER AND OTHER SENIOR MANAGEMENT MEMBERS

Article 117

CHAPTER XV XIII FINANCIAL AND ACCOUNTING SYSTEMS AND DISTRIBUTION OF PROFITS

CHAPTER XVI XIV MERGER, DIVISION, DISSOLUTION AND LIQUIDATION OF THE COMPANY

Article 156

CHAPTER XVII XV AMENDMENT TO THE ARTICLES OF ASSOCIATION

CHAPTER XVIII XVI NOTICES AND ANNOUNCEMENTS

CHAPTER XIX SETTLEMENT OF DISPUTES

CHAPTER XX XVII SUPPLEMENTARY PROVISIONS