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 form, 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 AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (2) PROPOSED APPOINTMENT OF AUDITOR FOR SPECIFIC AUDIT SERVICES; AND NOTICE OF THE EGM

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.

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 Thursday, 22 August 2024 at 3:00 p.m. is set out in pages 33 to 34 of this circular. Proxy form for use at the EGM is also enclosed in this circular. Such proxy form 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 the Shareholders from attending and voting in person at the EGM or any adjourned meeting thereof if they so wish.

5 August 2024

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I – PROPOSED AMENDMENTS TO THE ARTICLES OF
ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . .	33

– 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
“China” or the “PRC” the People’s Republic of China, but for the purpose of this circular, shall exclude Hong Kong, Macau and Taiwan of the PRC
“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)
“Company Law” the Company Law of the PRC
“Director(s)” the director(s) of the Company
“EGM”
the forthcoming 2024 second extraordinary general meeting of the Company to be held and convened at Building A4, East Zone, Jinke Shiniancheng, No. 480, Panxi Road, Shimahe Street, Jiangbei District, Chongqing, the PRC on Thursday, 22 August 2024 at 3:00 p.m.
“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
“H Shareholder(s)” the holder(s) of H Share(s)
“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

“Latest Practicable Date” 5 August 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended, supplemented or otherwise modified from time to time
“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” or “Renminbi” Renminbi, the lawful currency of the PRC “Share(s)” share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, comprising the H Shares only
“Shareholder(s)” holder(s) of Share(s) “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: Headquarters in the PRC: Mr. Xia Shaofei (Chairman) Building A4 East Zone Non-executive Directors: Jinke Shiniancheng Mr. Xu Guofu No. 480, Panxi Road Mr. Wu Xiaoli Shimahe Street Ms. Lin Ke Jiangbei District Mr. Shi Cheng Chongqing, PRC Mr. Qi Shihao

Registered office in the PRC: Independent Non-executive Directors: No. 1 affiliated to 484 Panxi Road Ms. Yuan Lin Shima River Street Ms. Xiao Huilin Jiangbei District Mr. Tung Woon Cheung Eric Chongqing, PRC

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

5 August 2024

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (2) PROPOSED APPOINTMENT OF AUDITOR FOR SPECIFIC AUDIT SERVICES; AND NOTICE OF THE EGM

1. INTRODUCTION

Reference is made to the announcement of the Company dated 8 July 2024. The purpose of this circular is to provide the Shareholders with the notice of the EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

– 3 –

LETTER FROM THE BOARD

2. BUSINESS TO BE CONSIDERED AT THE EGM

The businesses to be considered at the EGM are described in more details in the sections headed “Notice of EGM” of this circular.

At the EGM, ordinary resolution will be proposed to approve:

(1) the proposed appointment of auditor for special audit services.

At the EGM, special resolution will be proposed to approve:

(2) the Proposed Amendments to the Articles of Association.

3. BUSINESS OF THE EGM

Ordinary Resolution

3.1 To consider and approve the proposed appointment of auditor for special audit services.

In order to maintain good corporate governance and enhance the financial internal control of the Group, with the recommendation of the audit committee of the Company, BDO China Shu Lun Pan Certified Public Accountants LLP (“ BDO CPAs ”), an independent auditor, in addition to PricewaterhouseCoopers, is proposed to be appointed as an ad hoc auditor of the Company (the “ Special Appointment ”) to provide specific audit services of preparing an audited accountant report of the Group for the six months ended 30 June 2024 in accordance with China Accounting Standards for Business Enterprises with a proposed audit fee of RMB1.5 million, subject to the approval by the Shareholders at the EGM. Despite of the Special Appointment, PricewaterhouseCoopers will remain to be the auditor of the Company. The interim results and interim report of the Group for the six months ended 30 June 2024 which will be prepared in accordance with Hong Kong Financial Reporting Standards and reviewed by PricewaterhouseCoopers will be published pursuant to the requirement of the Listing Rules.

Special Resolution

3.2 To consider and approve the Proposed Amendments to the Articles of Association.

On 29 December 2023, the amendments to the Company Law of the People’s Republic of China (《中華人民共和國公司法》) (the “ PRC Company Law ”) were adopted and effected on 1 July 2024. The new PRC Company Law makes changes to the current PRC Company Law, including reforming the company’s capital system, enhancement in protection for the interests of minority shareholders, and strengthening of responsibilities of controlling shareholders, directors, supervisors and senior management members. As a result, the Company is required to make any necessary amendments to its Articles of Association in accordance with the latest amendments to the PRC Company Law.

– 4 –

LETTER FROM THE BOARD

The Proposed Amendments are subject to consideration and approval by the Shareholders at the EGM. The Articles of Association is prepared in Chinese with no official English version. Any English translation is for reference only. In the event of any inconsistency, the Chinese version shall prevail.

The Board considers that the Proposed Amendments are in the interests of the Company and the Shareholders as a whole.

4. EGM AND PROXY ARRANGEMENTS

Notice convening the EGM containing the resolutions to be proposed at the EGM are set out on pages 33 to 34 of this circular. Proxy form for use at the EGM is also enclosed in this circular.

If Shareholders intend to appoint a proxy to attend the EGM, Shareholders are required to complete and return the respective 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 Shareholders from attending and voting in person at the EGM or any adjourned meeting thereof (as the case may be) if they so wish.

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 all 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 Monday, 19 August 2024 to Thursday, 22 August 2024 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, H Shareholders 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 shares registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration, no later than 4:30 p.m. on Sunday, 18 August 2024.

– 5 –

LETTER FROM THE BOARD

7. RECOMMENDATION

The Board considers that all the resolutions 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 proposed resolutions at the EGM.

8. RESPONSIBILITY STATEMENT

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

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

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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.

	Before Amendments	After Amendments
	The “general meeting” appearing in all relevant articles	Shareholders’ meeting
	Article 5 The legal representative of the Company is the chairman or the general manager (president) of the Company.	Article 5 The legal representative of the Company is the chairman or the general manager (president) of the Company. Where the chairman or the general manager (president) who serves as the legal representative resigns, such person shall be deemed to have resigned as the legal representative at the same time. Where the legal representative resigns, the Company shall appoint a new legal representative within 30 days from the date of resignation of the legal representative.
	Article 9 The Company may invest in other enterprises ~~provided that unless otherwise~~ ~~provided by laws, the Company shall not act~~ ~~as a capital contributor which assumes joint~~ ~~and several liabilities of the enterprises it~~ ~~invested in.~~	Article 9 The Company may invest in other enterprises.Where the law stipulates that the Company shall not be the investor who assumes joint and several liabilities of the invested enterprise, such provisions shall prevail.
	Paragraphs 4 and 5 of Article 18 After the completion of the cancellation of 1,556,800 H shares on 30 June 2023, 5,508,200 H shares on 8 August 2023, 6,304,000 H shares on 6 November 2023 and 15,657,200 H shares on 2 February 2024, the registered capital of the Company was RMB~~623,821,900 ~~and the total number of shares was ~~623,821,900~~. The share capital structure of the Company shall be as follows: ~~623,821,900 ~~ordinary shares, including 0 domestic share and ~~623,821,900 ~~overseas listed shares.	Paragraphs 4 and 5 of Article 18 After the completion of the cancellation of 1,556,800 H shares on 30 June 2023, 5,508,200 H shares on 8 August 2023, 6,304,000 H shares on 6 November 2023, 15,657,200 H shares on 2 February 2024 and 6,061,000 H shares on 12 July 2024, the registered capital of the Company was RMB617,760,900 and the total number of shares was 617,760,900. The share capital structure of the Company shall be as follows: 617,760,900 ordinary shares, including 0 domestic share and 617,760,900 overseas listed shares.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

Article 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.

After Amendments

Article 21 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. Where there are other provisions for the transfer of shares of a listed company held by the shareholders or actual controller of such company imposed by the laws, administrative regulations or the State Council’s securities regulatory authority, such provisions shall prevail. 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 determined at the time of taking office, he or she may not transfer more than 25 percent of his or her total holding of the Company’s shares each year. Shares of the Company held by such person shall not be transferred within one year from the date of their listing on the stock exchange where the Company’s shares are listed. 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. Where the shares are pledged within the time limit for transfer prescribed by laws or administrative regulations, the pledgee may not exercise the pledge right within the time limit for transfer.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments After Amendments Article 22 ~~The Company or the Company’s~~ Article 22 The Company shall not provide ~~subsidiaries (including the Company’s~~ gifts, loans, guarantees and other financial ~~affiliated enterprises) shall not provide any~~ assistance for others to obtain shares of the ~~assistance in the form of donates, advances,~~ Company or its parent company, unless the ~~guarantees, compensation or loans to~~ Company implements an employee stock ~~persons who acquire or intend to acquire the~~ ownership plan. ~~shares of the Company.~~ The Company may, for the benefit of the Company, provide financial assistance for others to acquire shares of the Company or its parent company upon a resolution of the shareholders’ meeting or a resolution of the board of directors in accordance with the Articles of Association or the authorisation of the shareholders’ meeting, provided that the aggregate amount of financial assistance shall not exceed 10 percent of the total issued share capital. Resolutions of the board of directors shall be passed by more than two-thirds of all the directors. In case of a violation of the preceding two paragraphs that results in losses to the Company, any directors, supervisors, and senior management members responsible for the violation shall be liable for compensation. Article 25 If the Company is to reduce its Article 25 If the Company is to reduce its registered capital, it ~~must~~ prepares a balance registered capital, it shall prepares a balance sheet and a list of its property. sheet and a list of its property. The Company shall notify its creditors The Company shall notify its creditors within 10 days from the date of adoption of within 10 days from the date of adoption of the resolution to reduce its registered capital the resolution at the shareholders’ meeting to and publish a public announcement of the reduce its registered capital and publish a resolution in newspapers within 30 days and public announcement of the resolution in post the same on its website and the website newspapers or the National Enterprise of the relevant stock exchange in accordance Credit Information Publicity System within with the requirements of the place where the 30 days and post the same on its website and Company’s shares are listed. Creditors shall, the website of the relevant stock exchange in within 30 days of receiving written notice, accordance with the requirements of the or within 45 days of the date of the public place where the Company’s shares are listed. announcement for those who have not Creditors shall, within 30 days of receiving received written notice, be entitled to written notice, or within 45 days of the date require the Company to pay its debts in full of the public announcement for those who or to provide a corresponding security for have not received written notice, be entitled repayment. to require the Company to pay its debts in full or to provide a corresponding security for repayment.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

After Amendments

Paragraph 3 of Article 26 Save as otherwise Paragraph 3 of Article 26 Save as otherwise provided by relevant laws, administrative provided by relevant laws, administrative regulations, departmental rules, normative regulations, departmental rules, normative documents and the listing rules of the stock documents and the listing rules of the stock exchange where the shares of the Company exchange where the shares of the Company are listed, if the Company purchases its own are listed, if the Company purchases its own shares in accordance with the provisions of shares in accordance with the provisions of paragraph 1 of this article, the shares shall paragraph 1 of this article, the shares shall be cancelled within 10 days from the date of be cancelled within 10 days from the date of acquisition in case of item (I); or transferred acquisition in case of item (I); or transferred or cancelled within six months in case of or cancelled within six months in case of items (II) and (IV); or in case of items (III), items (II) and (IV); or in case of items (III), (V) and (VI), the total number of shares held (V) and (VI), the total number of shares held by the Company shall not exceed 10 percent by the Company shall not exceed 10 percent of its ~~total~~ issued shares, and such shares of its total number of issued shares, and such shall be transferred or cancelled within three shares shall be transferred or cancelled years. within three years. Article 27 The Company may elect to buy Article 27 The Company may elect to buy back its own shares by any of the following back its own shares by any of the following methods: methods: (I) issuance to all of the shareholders of a (I) issuance to all of the shareholders of a buyback offer on a pro rata basis; buyback offer on a pro rata basis; (II) buyback through open transactions on a (II) buyback through open transactions on a stock exchange; stock exchange; (III) buyback by agreements outside a stock (III) buyback by agreements outside a stock exchange; or exchange; or (IV) another method approved in laws, (IV) another method approved in laws, administrative regulations or by the administrative regulations, the Hong Kong examination and approval authority Listing Rules and the securities regulatory authorised by the State Council. rules of the place where the shares of the Company are listed or by the examination and approval authority authorised by the State Council. Paragraph 1 of Article 28 If the Company is Paragraph 1 of Article 28 If the Company is to buy back shares by agreements outside a to buy back shares by agreements outside a stock exchange, prior approval shall be stock exchange, prior approval shall obtained from the ~~general~~ meeting in be obtained from the shareholders’ meeting accordance with the Articles of Association. in accordance with the Codes on Share Upon prior approval by the ~~general~~ meeting Buy-backs and the Articles of Association. obtained in the same manner, the Company Upon prior approval by the shareholders’ may terminate or vary a contract concluded meeting obtained in the same manner, the in the manner set forth above or waive any Company may terminate or vary a contract of its rights under such contract. concluded in the manner set forth above or waive any of its rights under such contract.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

~~Article 29 Unless the Company has already entered the liquidation stage, it must comply with the following provisions in buying back its outstanding shares:~~

Delete

After Amendments

~~(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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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

After Amendments

~~(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.~~

Article 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;~~

Article 30 The Company shall keep a register of shareholders based on vouchers provided by securities registries.

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

~~(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.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

Article 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 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; (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; (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;

After Amendments Article 36 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 shareholders’ meetings and to exercise the corresponding voting right; (III) the right to supervise, present proposals or raise enquiries about the Company’s operations;

(VI) the right to inspect and duplicate these Articles of Association, the register of shareholders, the minutes of the shareholders’ meeting, the resolutions of the board of directors, the resolutions of the supervisory committee, and the financial reports of the Company; shareholders individually or jointly holding more than three percent of the shares of the Company for more than 180 days in succession may request to inspect the accounting books and accounting vouchers of the Company. In such case, the request shall be made in accordance with the requirements of the Company Law;

(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;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

(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) 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.

Article 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;

After Amendments

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 40 The shareholders’ meeting shall exercise the following functions and powers: (I) to elect and replace directors and to decide on matters relating to the remuneration; (II) to elect and replace supervisors and to decide on matters relating to their remuneration; (III) to consider and approve reports of the board of directors; (IV) to consider and approve reports of the supervisory committee; (V) to consider and approve the profit distribution plans and loss recovery plans of the Company;

(VI) to make resolutions on increasing or reducing the registered capital of the Company; (VII) to make resolutions on the merger, division, dissolution, liquidation/winding-up or change in corporate form of the Company;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments After Amendments (VIII) to make resolutions on increasing or (VIII) to make resolutions on the issuance of reducing the registered capital of the corporate bonds; Company; (IX) to make resolutions on the engagement, (IX) to make resolutions on the merger, dismissal or non-renewal of the engagement division, dissolution, liquidation/winding-up of accounting firms by the Company; or change in corporate form of the (X) to amend the Articles of Association; Company; (XI) to consider matters raised by a (X) to make resolutions on the issuance of shareholder alone or shareholders together corporate bonds; holding more than one percent (including (XI) to make resolutions on the engagement, one percent) of the shares of the Company; dismissal or non-renewal of the engagement (XII) to consider other matters that required of accounting firms by the Company; to be resolved by the shareholders’ meeting (XII) to amend the Articles of Association; as prescribed by laws, administrative (XIII) to consider matters raised by a regulations, departmental rules, the listing shareholder alone or shareholders together rules of the stock exchange where the shares holding more than ~~three~~ percent (including of the Company are listed and the Articles of ~~three~~ percent) of the shares of the Company; Association. (XIV) to consider other matters that required The shareholders’ meeting may authorise the to be resolved by the ~~general~~ meeting as board of directors to resolve on the issuance prescribed by laws, administrative of corporate bonds. regulations, departmental rules and the The shareholders’ meeting may authorise the Articles of Association. board of directors to decide to issue shares not exceeding 50 percent of the issued shares within three years. However, the funding with non-monetary assets as consideration shall be resolved by the shareholders’ meeting. If the board of directors issues shares in accordance with the authorisation of the shareholders’ meeting, resulting in changes to the registered capital or the number of issued shares of the Company, amendments to the relevant provisions of the Articles of Association do not need to be approved by the shareholders’ meeting again. Item (II) of Article 44 Item (II) of Article 43 (II) the losses of the Company that have not (II) the losses of the Company that have not been made up reach one-third of its total been made up reach one-third of its total ~~paid in~~ share capital. share capital.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

Article 45 Shareholders requesting the convening of an extraordinary ~~general~~ meeting shall do so by the procedure set forth below:

(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.

After Amendments

Article 44 Shareholders requesting the convening of an extraordinary 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 shareholders’ meeting and stating the subject to be discussed at the meeting; the board of directors shall convene the extraordinary 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 decide whether to convene an extraordinary shareholders’ meeting within ten days after having received the aforementioned written request, the shareholders who made such request may propose the aforementioned written request to the supervisory committee, and if the supervisory committee fails to decide whether to convene an extraordinary shareholders’ meeting within ten 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 supervisory committee 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 shareholders’ meetings are to be convened by the board of directors.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

Article 47 The notice of the ~~general~~ meeting shall be delivered to the shareholders (whether or not such shareholders have a voting right at the ~~general~~ meeting) by way of public announcement or other methods stipulated in Article 13 ~~2~~ of the Articles of Association.

Article 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.

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.

After Amendments

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 and supervisors. Article 46 The notice of the shareholders’ meeting shall be delivered to the shareholders (whether or not such shareholders have a voting right at the shareholders’ meeting) by way of public announcement or other methods stipulated in Article 131 of the Articles of Association. Article 49 When the Company is to hold a shareholders’ meeting, the board of directors, the supervisory committee and a shareholder alone or shareholders together holding at least one percent of the Company’s shares shall be entitled to propose motions to the Company. A shareholder alone or shareholders together holding at least one 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 shareholders’ 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 shareholders’ meeting for consideration. The contents of such an extempore motion shall fall within the scope of the functions and powers of the shareholders’ meeting, and contain a clear topic and a specific resolution.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

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 4 ~~9~~ of the Articles of Association.

Article 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.

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).

After Amendments

Except as provided in the preceding paragraph, the convener may not make any changes to the motions set forth in the notice of the shareholders’ meeting or add any new motions once the notice and announcement of the shareholders’ meeting have been issued. The shareholders’ meeting may not vote and pass resolution on motions that are not set forth in the notice of the shareholders’ meeting or that are not consistent with Article 48 of the Articles of Association. Article 56 If a shareholders’ 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 more than one half of the directors. At a shareholders’ 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 more than one half of the supervisors. If a shareholders’ meeting is convened by a shareholder himself or shareholders themselves, the meeting shall be presided over by the representative selected by the convener(s).

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

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 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;

(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.

After Amendments

When a shareholders’ meeting is held, if the chairman of the meeting violates the rules of procedure, making continuance of the shareholders’ meeting impossible, with the consent of shareholders holding more than one half of the voting rights present at the meeting, the shareholders’ 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 59 Decisions of the shareholders’ meeting on any of the following matters shall be adopted by ordinary resolution:

(I) to elect and replace directors and to decide on matters relating to their remuneration; (II) to elect and replace supervisors and to decide on matters relating to their remuneration; (III) to consider and approve reports of the board of directors; (IV) to consider and approve reports of the supervisory committee; (V) to consider and approve the Company’s profit distribution plans and plans for making up losses;

(VI) to pass resolutions on the engagement, dismissal or non-renewal of the engagement of accounting firms by the Company;

(VII) to consider the motion of shareholders individually or jointly holding more than one percent (including one percent) voting shares of the Company;

(VIII) to issue corporate bonds;

(IX) 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 shareholders’ meeting.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

Items (I) and (II) of Article 62 (I) the increase or reduction of the registered capital by the Company; ~~(II) the issuance of corporate bonds;~~ Items (I) and (II) of Article 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.

After Amendments Items (I) and (II) of Article 61 (I) the increase or reduction of the registered capital by the Company (including reduction of the registered capital by the same proportion and different proportion); Items (I) and (II) of Article 62 The method of, and procedure for, nominating directors and supervisors (except employee representative supervisors) to be elected at the shareholders’ meeting are as set forth below: (I) Shareholders, directors and supervisors individually or jointly holding more than one 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 shareholders’ meeting in the form of a written motion. (II) Shareholders individually or jointly holding more than one 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 shareholders’ meeting in the form of a written motion.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

After Amendments

Article 71 The board of directors is Article 70 The board of directors is accountable to the ~~general~~ meetings and accountable to the shareholders’ meetings exercise the following functions and powers: and exercise the following functions and (I) to convene of ~~general~~ meetings and powers: report its work to the ~~general~~ meetings; (I) to convene of shareholders’ meetings and (II) to implement resolutions of the ~~general~~ report its work to the shareholders’ meetings; 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; (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;

(II) to implement resolutions of the shareholders’ meetings;

(III) to decide on the Company’s business plans and investment plans;

(IV) to decide the annual financial budgets and final accounts of the Company;

(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 shareholders’ 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;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

(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. 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.

After Amendments (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 shareholders’ 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) within the scope authorised by the shareholders’ meeting, to decide the issuance of shares not exceeding 50 percent of the issued shares;

(XVII) to decide other material matters apart from such matters which are need to be resolved by the shareholders’ meetings as regulated in the Company Law and the Article of Association;

(XVIII) 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 shareholders’ meetings and by the Articles of Association.

Except for the board resolutions in respect of the matters specified in paragraphs (VI), (VII), (XII) and (XVI) 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.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments After Amendments Article 72 The chairman shall exercise the Article 71 The chairman shall exercise the following powers: following powers: (I) to preside over the ~~general~~ meeting and to (I) to preside over the shareholders’ meeting convene and preside over the meetings of the and to convene and preside over the board of directors; meetings of the board of directors; (II) to urge and check the implementation of (II) to urge and check the implementation of board resolutions; board resolutions; (III) to sign the securities issued by the (III) to sign the securities issued by the Company; and Company; and (IV) other functions and powers conferred (IV) other functions and powers conferred by laws, regulations, the listing rules of the by laws, regulations, the listing rules of the stock exchange where the shares of the stock exchange where the shares of the Company are listed, the Articles of Company are listed, the Articles of Association or the board of directors. Association or the board of directors. Vice chairman of the Company shall assist Vice chairman of the Company shall assist the work of the chairman. Whereas the the work of the chairman. Whereas the chairman is unable or fail to perform his chairman is unable or fail to perform his duties, the vice chairman shall perform the duties, the vice chairman shall perform the duties (when there are two or more vice duties (when there are two or more vice chairmen in the Company, the vice chairman chairmen in the Company, the vice chairman elected by ~~a majority of~~ directors shall elected by more than half of directors shall perform the duties); if the vice chairman perform the duties); if the vice chairman unable or fail to perform his duties, one unable or fail to perform his duties, one director elected by ~~a majority of~~ directors director elected by more than half of shall perform the duties. directors shall perform the duties. Paragraphs 1 and 2 of Article 74 Meetings of Paragraphs 1 and 2 of Article 73 Meetings of the board of directors may be held only if the board of directors may be held only if more than one half of the directors are more than one half of the directors are present. Each director shall be entitled to present. Each director shall be entitled to one vote. Resolutions of the board of one vote. Unless otherwise specified in the directors shall be passed by more than a half Articles of Association, resolutions of the of all directors. board of directors shall be passed by more than a half of all directors.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

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.

Article 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.

After Amendments

Article 75 Where necessary, the board of directors may establish relevant special committees such as the audit committee, nomination committee, remuneration committee and environmental, social and governance committee (hereinafter referred to as the ESG 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 separately prepare the Terms of Reference for the Audit Committee, Terms of Reference for the Nomination Committee, Terms of Reference for the Remuneration Committee and Terms of Reference for the ESG Committee in connection with the composition and duties and of meetings of each of the special committees.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

Article 82 The supervisory committee shall have one chairman, whose appointment and dismissal shall be subject to the affirmative vote of ~~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 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 more than half of the members of the supervisory committee~~ . Article 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;

After Amendments Article 81 The supervisory committee shall have one chairman, whose appointment and dismissal shall be subject to the affirmative vote of 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 more than 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 84 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 more than half of all members of the supervisory committee. Article 90 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; 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; and less than two years have elapsed since the date of the completion of the probation period if probation is announced;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

After Amendments

(III) persons who served as directors, or (III) persons who served as directors, or factory directors or managers, who bear factory directors or managers, who bear personal liability for the bankruptcy personal liability for the bankruptcy liquidation of their companies or enterprises, liquidation of their companies or enterprises, where not more than three years have where not more than three years have elapsed since the date of completion of the elapsed since the date of completion of the bankruptcy liquidation of their companies or bankruptcy liquidation of their companies or enterprises; enterprises; (IV) persons who served as the legal (IV) persons who served as the legal representatives of companies or enterprises representatives of companies or enterprises that had their business licenses and ordered that had their business licenses revoked and for closure revoked for breaking the law, ordered for closure for breaking the law, where such representatives bear individual where such representatives bear individual liability therefor and not more than three liability therefor and not more than three years have elapsed since the date of years have elapsed since the date of revocation of the business license; revocation of the business license and the

(IV) persons who served as the legal representatives of companies or enterprises that had their business licenses revoked and ordered for closure 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 and the closure ordered;

(V) persons with comparatively large debts that have fallen due but have not been settled;

that have fallen due but have not been (V) persons who are listed as defaulters by settled; the People’s Court due to comparatively (VI) persons who are banned from the large debts that have fallen due but have not securities market by China Securities been settled; Regulatory Commission, and the term is not (VI) persons who are banned from the expired; securities market by China Securities (VII) other matters stipulated by laws, Regulatory Commission, and the term is not administrative regulations or its expired; departmental rules. (VII) other matters stipulated by laws, Where a director is elected or appointed in administrative regulations or its violation of the provisions of this Article, departmental rules. the election, appointment or employment Where a director is elected or appointed in shall be invalid. If any of these violation of the provisions of this Article, circumstances occurs during the term of a the election, appointment or employment director, the Company shall relieve him/her shall be invalid. If any of these of his/her post. circumstances occurs during the term of a director, the Company shall relieve him/her of his/her post. Paragraph 3 of Article 93 The provisions of Paragraph 3 of Article 92 The provisions of the directors’ loyalty obligations under the directors’ loyalty obligations under Article 93 shall also apply to senior Article 92 shall also apply to supervisors and management members. senior management members.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments Article 94 There is no paragraph 3 herein

Article 104 The financial reports of the Company shall be made available for inspection by 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 deliver 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 annual ~~general~~ meeting. The address of the recipient shall be the registered address as shown on the register of shareholders. The Company can use electronic means or take the form of announcement on the website of the Company and the website designated by the stock exchange where the shares of the Company are listed, to the extent allowed by laws, administrative rules, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed.

After Amendments Paragraph 3 of Article 93 Supervisors shall abide by laws, administrative regulations and the Articles of Association, and have diligent obligation toward the Company. Article 103 The financial reports of the Company shall be made available for inspection by shareholders 20 days prior to the convening of an annual shareholders’ 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 deliver 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 at least 21 days before the convening of the annual shareholders’ meeting. The address of the recipient shall be the registered address as shown on the register of shareholders. The Company can use electronic means or take the form of announcement on the website of the Company and the website designated by the stock exchange where the shares of the Company are listed, to the extent allowed by laws, administrative rules, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

Article 105 The Company shall prepare its financial statements 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. ~~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 109 When the Company distributes its after-tax profits for a given year, it shall set 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 aftertax 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.

After Amendments

Article 104 The Company shall prepare its financial statements 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. 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 108 When the Company distributes its after-tax profits for a given year, it shall set 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.

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

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

Article 110 The Company’s common reserves shall be used to make up the Company’s 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.

After Amendments

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 shareholders’ 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 shall return to the Company the profits that were distributed in breach of the said provisions. Shareholders and responsible directors, supervisors, and senior management who cause losses to the Company shall be liable for compensation. If the shareholders’ meeting approves a resolution on profit distribution, the Board shall distribute profits within six months after the resolution is passed at the shareholders’ meeting. No profit distribution shall be made in respect of the shares of the Company which are held by the Company. Article 109 The Company’s common reserves shall be used to make up the Company’s losses, to expand the Company’s production and operations or, through conversion into capital, to increase the Company’s registered capital. The discretionary common reserve and statutory common reserve should be used first to make up for the Company’s losses; If it cannot be covered, the capital common reserve shall be used in accordance with the regulations. When funds in the statutory common reserve are converted into increased registered capital, the funds remaining in such reserve will not be less than 25 percent of the Company’s registered capital before the conversion.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

Article 120 A merger may take either the form of a merger by absorption or the form of 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 121 If the Company is divided, its property shall be divided accordingly. 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.

After Amendments

Article 119 A merger may take either the form of a merger by absorption or the form of 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 or the National Enterprise Credit Information Publicity System. 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 120 If the Company is divided, its property shall be divided accordingly. 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 or the National Enterprise Credit Information Publicity System. The post-division companies shall be jointly and severally liable for the pre-division debts of the Company.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

Article 123 The Company shall be dissolved in accordance with the law under any of the 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.

Paragraph 1 of Article 125 The liquidation committee shall notify creditors within 10 days of its establishment, and make announcements on the newspapers within 60 days of its establishment. Claims shall be registered by the liquidation committee.

After Amendments Article 122 The Company shall be dissolved in accordance with the law under any of the following circumstances: (I) the shareholders’ 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. If the causes for dissolution as stipulated in the preceding paragraphs arise, the Company shall announce the causes for dissolution in the National Enterprise Credit Information Publicity System within ten days. Paragraph 1 of Article 124 The liquidation committee shall notify creditors within 10 days of its establishment, and make announcements on the newspapers or the National Enterprise Credit Information Publicity System within 60 days of its establishment. Claims shall be registered by the liquidation committee.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before Amendments

After Amendments

Article 128 If the liquidation committee, Article 127 If the liquidation committee, having liquidated the Company’s property having liquidated the Company’s property and prepared a balance sheet and property and prepared a balance sheet and property list, discovers that the Company’s property list, discovers that the Company’s property is insufficient to pay its debts in full, it shall is insufficient to pay its debts in full, it shall apply to the People’s Court for ~~a declaration~~ apply to the People’s Court for bankruptcy ~~of~~ bankruptcy in accordance with the law. liquidation in accordance with the law. ~~After~~ the People’s Court ~~has ruled to declare~~ If the People’s Court accepts an application ~~the Company~~ bankrupt, the liquidation for bankruptcy, the liquidation committee committee shall turn over the liquidation shall turn over the liquidation matters to matters to the People’s Court. receiver appointed by the People’s Court. Item (I) of Article 135 “Controlling Item (I) of Article 134 “Controlling shareholder” means ~~a person that satisfies~~ shareholder” means a shareholder whose ~~any of the following conditions:~~ shareholdings account for more than ~~1. he or she, acting alone or in concert with~~ 50 percent of the total share capital of a joint ~~others, has the power to elect at least one~~ stock limited company; or a shareholder ~~half of the directors;~~ whose shareholdings are less than 50 percent ~~2. he or she, acting alone or in concert with~~ but whose voting rights on the basis of ~~others, has the power to exercise or to~~ his/her shareholdings are sufficient to ~~control the exercise of, at least 30 percent of~~ exercise significant influence over the ~~the Company’s voting rights;~~ resolutions of the shareholders’ meeting. ~~3. he or she, acting alone or in concert with others, holds at least 30 percent of the outstanding shares of the Company; or 4. he or she, acting alone or in concert with others, actually controls the Company in any other manner.~~

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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 22 AUGUST 2024

NOTICE IS HEREBY GIVEN THAT the 2024 second 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 Thursday, 22 August 2024 at 3:00 p.m. for the following purposes:

ORDINARY RESOLUTION

To consider and approve the proposed appointment of auditor for special audit services.

SPECIAL RESOLUTION

To consider and approve the proposed amendments to the articles of association of the Company (the “ Articles of Association ”) as described in the section headed “To consider and approve the Proposed Amendments to the Articles of Association” in the circular of the Company dated 5 August 2024 (the “ Circular ”), and to authorise the board of directors (the “ Directors ”) of the Company 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, 5 August 2024

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NOTICE OF EGM

Notes:

All resolutions at the EGM will be taken by poll pursuant to 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 relevant 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 Monday, 19 August 2024 to Thursday, 22 August 2024 (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 Sunday, 18 August 2024.
The instrument appointing the proxy must be in writing and signed by the appointor 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. Xu Guofu, Mr. Shi Cheng and Mr. Qi Shihao as non-executive Directors, and Ms. Xiao Huilin, Ms. Yuan Lin and Mr. Tung Woon Cheung Eric as independent non-executive Directors.

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AI assistant

Jinke Smart Services Group Co., Ltd. — Proxy Solicitation & Information Statement 2024

51128_rns_2024-08-05_5e3703b0-4143-42e4-a4c1-be769ea74db4.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 AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (2) PROPOSED APPOINTMENT OF AUDITOR FOR SPECIFIC AUDIT SERVICES; AND NOTICE OF THE EGM

CONTENTS

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 AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (2) PROPOSED APPOINTMENT OF AUDITOR FOR SPECIFIC AUDIT SERVICES; AND NOTICE OF THE EGM

1. INTRODUCTION

2. BUSINESS TO BE CONSIDERED AT THE EGM

3. BUSINESS OF THE EGM

Ordinary Resolution

3.1 To consider and approve the proposed appointment of auditor for special audit services.

Special Resolution

3.2 To consider and approve the Proposed Amendments to the Articles of Association.

4. EGM AND PROXY ARRANGEMENTS

5. VOTING BY POLL

6. CLOSURE OF REGISTER OF MEMBERS

7. RECOMMENDATION

8. RESPONSIBILITY STATEMENT

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After Amendments

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After Amendments

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 22 AUGUST 2024

ORDINARY RESOLUTION

SPECIAL RESOLUTION

NOTICE OF EGM

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Jinke Smart Services Group Co., Ltd. Proxy Solicitation & Information Statement 2024