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 what action to take, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Liaoning Port Co., Ltd., you should at once hand this circular to the purchaser or the transferee or to the bank manager, licensed securities dealer 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.

辽宁港口股份有限公司

LIAONING PORT CO., LTD.*

(a sino-foreign joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 2880)

PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR

THE YEAR ENDED 31 DECEMBER 2024;

APPOINTMENT OF THE AUDITOR;

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalized terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" of this circular.

A letter from the Board is set out on pages 4 to 9 of this circular. The notice convening the AGM to be held at Conference Room, Liaoning Port Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian, Liaoning, the PRC on Thursday, 26 June 2025 at 9:00 a.m. is set out on pages AGM-1 to AGM-2 of this circular.

The form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the meetings, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof. Delivery of the form of proxy shall not preclude a Shareholder of the Company from attending and voting in person at the AGM and, in such event, the form of proxy shall be deemed to be revoked.

The Company is registered as Non-Hong Kong Company under Part XI of the previous Companies Ordinance (equivalent to Part 16 of the Companies Ordinance with effect from 3 March 2014) under the English name "Liaoning Port Co., Ltd.".
For identification purposes only

5 June 2025

CONTENTS

Page

DEFINITIONS ... 1
EXPECTED TIMETABLE ... 3
LETTER FROM THE BOARD ... 4
APPENDIX – PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION. ... 11
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1

DEFINITIONS

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

"A Share(s)"
A Share(s) of RMB1.00 each in the share capital of the Company which is/are listed and traded on the Shanghai Stock Exchange;

"A Shareholder(s)"
holder(s) of A Share(s);

"AGM"
the annual general meeting of the Company to be held on Thursday, 26 June 2025;

"Articles of Association"
the articles of association of the Company, as amended, modified or otherwise supplemented from time to time;

"Board"
the board of Directors of the Company;

"Cash Dividend"
proposed cash dividend of RMB0.239 (PRC withholding tax included) per ten (10) Shares payable to the A Shareholders and H Shareholders whose names appear on the registers of members of the Company on the respective record dates;

"Company"
Liaoning Port Co., Ltd.* (遼寧港口股份有限公司), a joint stock limited company incorporated in the PRC;

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

"Group"
the Company and its subsidiaries;

"H Share(s)"
H Share(s) of RMB1.00 each in the share capital of the Company which is/are listed and traded on the Stock Exchange;

"H Share Registrar"
Computershare Hong Kong Investor Services Limited;

"H Shareholder(s)"
holder(s) of H Share(s);

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

"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

DEFINITIONS

“PDA Group”	Dalian Port Corporation Limited;
“PRC”	the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, Macao Special Administrative Region of the PRC and Taiwan;
“Proposed Amendments”	the proposed amendments to certain provisions of the Articles of Association and the annexes thereto, including the Rules of Procedures of the General Meeting, the Rules of Procedures of the Board of Directors, and the Policy and Rules of Work for Independent Director set out in the Appendix in this circular;
“RMB”	Renminbi, the lawful currency of the PRC;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong);
“Share(s)”	A Share(s) and/or H Share(s) of the Company;
“Shareholder(s)”	the shareholder(s) of the Company;
“Stock Exchange”	the Stock Exchange of Hong Kong Limited;
“subsidiary(ies)”	has the meaning ascribed to it under the Listing Rules;
“Supervisor(s)”	the supervisor(s) of the Company;
“Supervisory Committee”	the supervisory committee of the Company;
“Yingkou Port Group”	Yingkou Port Group Corporation Limited; and
“%”	per cent.

For identification purposes only

EXPECTED TIMETABLE

2025

A Shareholder’s record date for the AGM ... Thursday, 19 June

Latest time for lodging transfers of the H Shares
to qualify for entitlement to attend the AGM ... 4:30 p.m., Friday, 20 June

H Shareholders’ register closed for the AGM ... Monday, 23 June to
Thursday,
26 June (both days inclusive)

Latest time for lodging form of proxy for the AGM ... 9:00 a.m.,
Wednesday, 25
June

H Shareholder’s record date for the AGM ... Monday, 23 June

AGM ... 9:00 a.m.,
Thursday, 26 June

After H Shareholder’s record date for the AGM,
H Shareholders’ register re-opens ... Friday, 27 June

Last day of dealings in the H Shares on a cum-entitlement basis ... Monday, 30 June

First day of dealings in the H Shares on an ex-entitlement basis ... Wednesday, 2 July

Latest time for lodging transfers of the H Shares
to qualify for entitlement to the Cash Dividend ... 4:30 p.m., Thursday, 3 July

H Shareholders’ register closed for the Cash Dividend ... Friday, 4 July to
Wednesday, 9 July (both
days inclusive)

H Share record date for the Cash Dividend ... Wednesday, 9 July

After H Share record date for the Cash Dividend, H Shareholders’ register re-opens ... Thursday, 10 July

A Share record date for the Cash Dividend ... Tuesday, 15 July

Payment of Cash Dividend for A Shares ... Wednesday, 16 July

Expected payment date of Cash Dividend for H Shares ... On or before
Monday, 1 September

LETTER FROM THE BOARD

辽宁港口股份有限公司

LIAONING PORT CO., LTD.

(a sino-foreign joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 2880)

Executive Directors:
Li Guofeng
Wei Minghui

Non-executive Directors:
Wang Zhu
Huang Zhenzhou
Yang Bing

Independent non-executive Directors:
Liu Chunyan
Cheng Chaoying
Chan Wai Hei

Registered office:
Xingang Commercial Building
Dayao Bay
Dalian Free Trade Zone
PRC

Place of business in the PRC:
Xingang Commercial Building
Jingang Road
Dalian International Logistic Park Zone
Liaoning Province
PRC

5 June 2025

To the Shareholders

Dear Sir or Madam,

PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR
THE YEAR ENDED 31 DECEMBER 2024;
APPOINTMENT OF THE AUDITOR;
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
AND
NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

References are made to the announcement of the Company dated 29 April 2025 in relation to, among others, the proposed amendments to the Articles of Association.

LETTER FROM THE BOARD

The purpose of this circular is to give you the notice of the AGM and to provide you with information in relation to certain resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions at the AGM.

2. PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2024

Proposed Distribution of Cash Dividend

On 27 March 2025, the Board has proposed the profit distribution plan for the year ended 31 December 2024 to distribute a Cash Dividend of RMB0.239 (PRC withholding tax included) per ten (10) Shares, in a total amount of RMB564,957,484.53, based on 23,638,388,474 Shares, which is the total issued share capital of the Company (being 23,905,474,669 Shares) after deducting the 267,086,195 Shares held in the special securities account for repurchase as of the date of this circular. According to the Articles of Association, Cash Dividend will be denominated and declared in RMB. Cash Dividend on A Shares will be paid in RMB and Cash Dividend on H Shares will be paid in Hong Kong dollars. If the total share capital of the Company changes before the implementation of the distribution plan, the total amount of the distribution will be adjusted accordingly, based on the principle of maintaining the same dividend per Share. Payment of the Cash Dividend is subject to the approval of the Shareholders at the AGM.

Tax

According to the relevant provisions of the State Taxation Administration of the PRC, the taxation regarding conversion of capital reserve is exempted, and no relevant taxation shall be withheld and paid. In respect of conversion of surplus reserve and unallocated profits and Cash Dividend, different taxation laws shall be applied based on different situations, details of which are set out in the following table:

Category	Recipients	Investors	Type of tax	Income Tax Rate	Payment Method	Laws
Cash Dividend, conversion of surplus reserve and unallocated profits	A Shares (other than Northbound Trading, PDA Group and Yingkou Port Group)	Individuals	Individual Income Tax	Temporary exemption	Withhold and pay	Cai Shui [2015] No. 101
		Securities Investment Funds	Individual Income Tax	Temporary exemption	Withhold and pay	Cai Shui [2015] No. 101 and Cai Shui [2012] No. 85

LETTER FROM THE BOARD

Recipients	Investors	Type of tax	Income Tax Rate	Payment Method	Laws
	QFII	Corporate Income Tax	10%	Withhold and pay	Guo Shui Han [2009] No. 47
	Resident Enterprise	Corporate Income Tax	Tax Exemption		Corporate Income Tax Law and Implementation Rules
A Shares (Northbound Trading)	Individuals	Individual Income Tax	10%	Withhold and pay	Cai Shui [2014] No. 81 2, (2)
	Enterprises	Corporate Income Tax	10%	Withhold and pay	Cai Shui [2014] No. 81 2, (2)
A Shares (PDA Group and Yingkou Port Group)	Enterprises	Corporate Income Tax	Tax Exemption		Corporate Income Tax Law and Implementation Rules
H Shares (other than Southbound Trading)	Individuals	Individual Income Tax	Tax Exemption		Cai Shui [1994] No. 20 2, (8)
	Enterprises	Corporate Income Tax	10%	Withhold and pay	Corporate Income Tax Law and Implementation Rules
H Shares (Southbound Trading)	Individuals	Individual Income Tax	20%	Withhold and pay	Cai Shui [2014] No. 81 1, (3)
	Enterprises	Corporate Income Tax	Tax Exemption if holding shares for 12 months	Self-declaration	Cai Shui [2014] No. 81 1, (4)
	Securities Investment Funds	Individual Income Tax	20%	Withhold and pay	Cai Shui [2014] No. 81 1, (3)

– 6 –

LETTER FROM THE BOARD

Category	Recipients	Investors	Type of tax
Share Transfers
(conversion of
capital reserve-share
premium)		Individuals	Individual
Income Tax	Tax Exemption		Guo Shui Fa [1997]
No. 198
		Resident
Enterprise	Corporate
Income Tax	Tax Exemption		Guo Shui Han [2010]
No. 79

3. APPOINTMENT OF THE AUDITOR

The Board recommended the appointment of ShineWing Certified Public Accountants LLP as the auditor of the Company for the year ending 31 December 2025 and to hold office until the conclusion of the next annual general meeting of the Company. The total fees payable for the audit services to the Group for the year of 2025 will be RMB4.66 million (inclusive of value added tax), RMB2.86 million of which is for the audit services to the Company.

Such appointment was considered and approved by the Board on 29 April 2025 and is hereby proposed at the AGM for Shareholders' consideration and approval.

4. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Company Law of the People's Republic of China was amended and passed in December 2023 and has formally become effective since July 2024. In December 2024, the China Securities Regulatory Commission launched a series of centralized amendments and repeal of ancillary rules, and published the official draft of the Guidelines on the Articles of Association of Listed Companies and the Rules Governing Shareholders' Meetings of Listed Companies in March 2025, which came into effect from the date of publication.

In accordance with the aforesaid updates and amendments in laws, regulations and other relevant requirements, and in conjunction with the Work Plan for the Implementation of Supervisory Committee Reform of Liaoning Port and other specific requirements, the proposed amendments to certain provisions of the Articles of Association and the annexes thereto including the Rules of Procedures of the General Meeting, the Rules of Procedures of the Board of Directors, and the Policy and Rules of Work for Independent Director (the "Proposed Amendments") are subject to the Shareholders' approval at the AGM. It is proposed that the Board shall be authorised to apply for all necessary approvals and make all necessary filings and registrations with the relevant authorities in relation to such amendments. Details of the Proposed Amendments are set out in Appendix to this circular.

LETTER FROM THE BOARD

The legal adviser to the Company as to Hong Kong laws has confirmed that the Proposed Amendments comply with the requirements of the Listing Rules and the legal adviser to the Company as to the PRC laws has confirmed that the Proposed Amendments comply with the laws of the PRC. The Company confirms that there is nothing unusual about the Proposed Amendments.

5. AGM

The notice convening the AGM to be held at 9:00 a.m. on Thursday, 26 June 2025 at Conference Room, Liaoning Port Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, the PRC is set out on pages AGM-1 to AGM-2 of this circular.

In order to determine the list of H Shareholders who are entitled to attend the AGM, the Company's register of members will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025, both days inclusive, during which period no transfer of Shares will be effected. H Shareholders whose names appear on the Company's register of members on Monday, 23 June 2025 are entitled to attend the AGM. In order to attend and vote at the AGM, H Shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share Registrar at or before 4:30 p.m. on Friday, 20 June 2025. The address of the transfer office of the H Share Registrar is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

A Shareholders whose names appear on the Company's register of members after market close on Thursday, 19 June 2025 are entitled to attend the AGM.

Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the AGM or at any adjourned meeting should you so wish, but in such event, the instrument appointing a proxy shall be deemed to be revoked.

The form of proxy for use at the AGM is enclosed and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.liaoganggf.cn). Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the AGM, or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM in person if you so wish.

6. VOTING BY POLL AT THE AGM

Pursuant to Rule 13.39(4) of the Listing Rules, resolutions to be proposed at the AGM shall be determined by poll.

LETTER FROM THE BOARD

7. RECOMMENDATION

The Directors believe that all the resolutions proposed for consideration and approval by the Shareholders at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders should vote in favour of the resolutions to be proposed at the AGM as set out in the notice of the AGM.

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 purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

9. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

By Order of the Board
Liaoning Port Co., Ltd.*
WANG Huiying
Company Secretary

For identification purposes only
9 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
CHAPTER I GENERAL PROVISIONS	CHAPTER I GENERAL PROVISIONS
Article 1 The Articles of Association are formulated in accordance with “The Company Law of the People’s Republic of China” (hereinafter referred to as the “Company Law”), “The Securities Law of the People’s Republic of China” (hereinafter referred to as the “Securities Law”), “the Guidelines to Articles of Association of Listed Companies”, “the Measures for the Administration of Independent Directors of Listed Companies”, “the Code of Corporate Governance for Listed Companies”, “the Rules Governing the Listing of Stocks on Shanghai Stock Exchange”, “the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” and other relevant provisions, with an aim to safeguard the lawful rights and interests of the Liaoning Port Co., Ltd. (hereinafter referred to as the “Company”)and its shareholders and creditors, and to standardize the organization and activities of the Company.	Article 1 The Articles of Association are formulated in accordance with “the Constitution of the Communist Party of China”, “The Company Law of the People’s Republic of China” (hereinafter referred to as the “Company Law”), “The Securities Law of the People’s Republic of China” (hereinafter referred to as the “Securities Law”), “the Guidelines to Articles of Association of Listed Companies”, “the Measures for the Administration of Independent Directors of Listed Companies”, “the Code of Corporate Governance for Listed Companies”, “the Regulations on the Work of the Communist Party of China for its Grassroots Organizations at State-owned Enterprises (Trial)”, “the Rules Governing the Listing of Stocks on Shanghai Stock Exchange”, “the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” and other relevant provisions, with an aim to safeguard the lawful rights and interests of the Liaoning Port Co., Ltd. (hereinafter referred to as the “Company”) and its shareholders, employees and creditors, and to standardize the organization and activities of the Company.

10 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 7 The Company is a Sino-foreign joint stock limited company with an operating period from 16 November 2015 to 15 November 2075. The nature of the Company is a Sino-foreign joint stock limited company.
The Company is an independent legal person under the jurisdiction and protection of the laws, regulations and other relevant stipulations of the PRC.
All capital of the Company shall be divided into shares of equal par value and the rights and liability of a shareholder of the Company shall be limited to the proportion of shareholding held by him. The Company shall undertake its liabilities with all of its assets.	Article 6 The Company is a Sino-foreign joint stock limited company with an operating period from 16 November 2015 to 15 November 2075. The nature of the Company is a Sino-foreign joint stock limited company.
The Company is an independent legal person under the jurisdiction and protection of the laws, regulations and other relevant stipulations of the PRC.
The rights and liability of a shareholder of the Company shall be limited to the proportion of shareholding held by him. The Company shall undertake its liabilities with all of its property.
Article 6 The Chairman of the Board is the legal representative of the Company.	Article 7 The legal representative of the Company is the Chairman of the Board, who shall be a director who executes the Company's affairs on behalf of the Company.
If a director serving as the legal representative resigns from his/her directorship, he/she shall be deemed to have resigned as the legal representative at the same time.
Upon resignation of the legal representative, the Company shall determine a new legal representative within 30 days from the date of the resignation.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
—	Article 8 (Newly added) The legal consequences of civil activities performed by the legal representative in the name of the Company shall be borne by the Company.
The limitation on the functions and powers of the legal representative in the Articles of Association or by the general meeting shall not be asserted against a bona fide counterpart.
Where the legal representative causes damage to any other person in the performance of his/her duties, the Company shall bear civil liability for such damage. The Company may, after bearing such civil liability, seek indemnification from the legal representative at fault in accordance with laws or the Articles of Association.
Article 8 The Articles of Association shall come into effect commencing from the date of the establishment of the Company.
From the date on which the Articles of Association come into effect, the Articles of Association shall constitute a legally binding document regulating the Company’s organisation and activities, and the rights and obligations between the Company and each shareholder and among the shareholders.	Article 9 The Articles of Association shall come into effect commencing from the date of the establishment of the Company.
From the date on which the Articles of Association come into effect, the Articles of Association shall constitute a legally binding document regulating the Company’s organisation and activities, and the rights and obligations between the Company and each shareholder and among the shareholders.

12 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 9 The Articles of Association shall be binding on the Company and its shareholders, directors, supervisors, general manager, deputy general manager and other senior management members; the aforementioned person(s) may assert claims in respect of the Company's affairs pursuant to the Articles of Association. Shareholders may institute legal proceedings against the Company, the shareholders, directors, supervisors, general manager, deputy general manager and other senior management members of the Company pursuant to the Articles of Association, and the Company may institute legal proceedings against its shareholders, directors, supervisors, general manager, deputy general manager and other senior management members pursuant to the Articles of Association. The term “legal proceedings” referred to in the preceding paragraph includes any legal action brought before a court and any arbitration application submitted to an arbitration institution.	Article 10 The Articles of Association shall be legally on the Company and its shareholders, directors, and senior management members; the aforementioned person(s) may assert claims in respect of the Company's affairs pursuant to the Articles of Association. Shareholders may institute legal proceedings against the Company, the shareholders, directors and senior management members of the Company pursuant to the Articles of Association, and the Company may institute legal proceedings against its shareholders, directors and senior management members pursuant to the Articles of Association. The term “legal proceedings” referred to in the preceding paragraph includes any legal action brought before a court and any arbitration application submitted to an arbitration institution.
——	Article 13 (Newly added) In accordance with the regulations of the Constitution of the Communist Party of China, the Company shall establish an organization of the Communist Party of China in a timely manner. The Party Committee shall take a leading role in guiding the direction, managing the overall situation, and ensuring implementation. The Company shall set up an institution of the Party, allocate enough staffs for party affairs and guarantee operating funds are provided to the party committee.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
CHAPTER II OBJECTIVES AND SCOPE OF BUSINESS	CHAPTER II OBJECTIVES AND SCOPE OF BUSINESS
Article 14 The Company may, in accordance with changes in the domestic and overseas markets, its business development and its own capabilities, adjust its scope of business and mode of operation at an appropriate time subject to the adoption of a resolution in the general meeting of shareholders and the submission to the relevant government authority-in-charge for approval, and may set up subsidiaries, branch organizations and offices within and outside the PRC, as well as in Hong Kong, Macau and Taiwan.
The Company shall reinforce its construction of the rule of law and compliance management according to law, establish and improve the general legal counsel system, and strive to be an enterprise under rule of law and safeguard the compliant operations of the Company.	Article 16 The Company may, in accordance with changes in the domestic and overseas markets, its business development and its own capabilities, adjust its scope of business and mode of operation at an appropriate time subject to the adoption of a resolution in the general meeting and the submission to the relevant government authority-in-charge for approval, and may set up subsidiaries, branch organizations and offices within and outside the PRC, as well as in Hong Kong, Macau and Taiwan.
The Company shall reinforce its construction of the rule of law and compliance management according to law, establish and improve the general legal counsel system, and strive to be an enterprise under rule of law and safeguard the compliant operations of the Company.
CHAPTER III SHARES AND REGISTERED CAPITAL	CHAPTER III SHARES AND REGISTERED CAPITAL
Section 1 Share Issuance	Section 1 Share Issuance
Article 15 Shares of the Company shall be in the form of share certificates. All shares issued by the Company shall have a par value of RMB1 per share.
The term “RMB” referred to in the preceding paragraph means the lawful currency of the PRC.	Article 17 Shares of the Company shall be in the form of share certificates. The Company issues par value shares with a nominal value of RMB1 per share, denominated in RMB.
The term “RMB” referred to in the preceding paragraph means the lawful currency of the PRC.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 16 Shares of the Company shall be issued in accordance with the principles of openness, fairness and justice, and each of the shares of the same class shall carry the same rights.

Each of the shares of the same class shall be issued under the same conditions and at the same price in each issuance. The same price shall be paid for each of the shares subscribed for by any entity or individual. | Article 18 Shares of the Company shall be issued in accordance with the principles of openness, fairness and justice, and each of the shares of the same class shall carry the same rights.

Each of the shares of the same class shall be issued under the same conditions and at the same price in each issuance. The same price shall be paid for each of the shares subscribed for by subscribers. |
| Article 18 Shares issued by the Company to domestic investors for subscription in RMB are referred to as domestic shares. Domestic shares listed in the PRC are referred to as domestically listed domestic shares or in short, “A Shares”. Shares issued by the Company to overseas investors for subscription in foreign currencies are referred to as foreign invested shares. Overseas listed foreign invested shares are referred to as overseas listed foreign invested shares.

Foreign invested shares issued by the Company and listed in Hong Kong shall be referred to as “H Shares”. H Shares are shares which have been admitted for listing on the SEHK with a par value denominated in RMB and are subscribed and traded in Hong Kong dollars. H Shares may also be listed in a stock exchange within the United States in the form of American Depository Receipts.

To the extent permitted by the relevant laws, administrative regulations and departmental rules, and upon filing with the CSRC, domestic shareholders of the Company may transfer the Company’s shares held by them to overseas investors and have such shares listed and traded publicly overseas. Shares transferred and listed on an overseas stock exchange shall also be subject to the regulatory procedures, regulations and requirements of the overseas stock exchange. | Article 20 Shares issued by the Company to domestic investors for subscription in RMB are referred to as domestic shares. Domestic shares listed in the PRC are referred to as domestically listed domestic shares or in short, “A Shares”. Shares issued by the Company to overseas investors for subscription in foreign currencies are referred to as foreign invested shares. Overseas listed foreign invested shares are referred to as overseas listed foreign invested shares.

15 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
The term “foreign currencies” referred to in the preceding paragraph means the lawful currencies (other than RMB) of other countries or regions which are recognised by the department in charge of foreign exchange of the State and which can be used to pay the share price to the Company.	The term “foreign currencies” referred to in the preceding paragraph means the lawful currencies (other than RMB) of other countries or regions which are recognised by the department in charge of foreign exchange of the State and which can be used to pay the share price to the Company.
Article 20 The total number of shares of the Company was 23,905,474,669, all of which were ordinary shares. Among which, 18,746,758,670 shares were held by domestic shareholders, representing 78.42% of the total share capital; 5,158,715,999 shares were held by foreign shareholders, representing 21.58% of the total share capital.	Article 22 The number of issued shares of the Company was 23,905,474,669, all of which were ordinary shares. Among which, 18,746,758,670 shares were held by domestic shareholders, representing 78.42% of the total share capital; 5,158,715,999 shares were held by foreign shareholders, representing 21.58% of the total share capital.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 23 The Company or its subsidiaries (including affiliated enterprises of the Company) shall not provide any financial assistance in the form of gifts, advances, guarantees, compensation or loans to persons who purchase or propose to purchase shares of the Company.	Article 25 The Company or its subsidiaries (including affiliated enterprises of the Company) shall not provide any financial assistance in the form of gifts, advances, guarantees, borrowings for others to acquire shares of the Company or its parent company, except when the Company implements the employee share ownership scheme.

For the interests of the Company, by resolution of the general meeting, or by resolution of the Board in accordance with the Articles of Association or the authorization of the general meeting, the Company may provide financial assistance for others to acquire shares of the Company or its parent company, provided that the cumulative total amount of the financial assistance shall not exceed 10% of the total issued share capital. Such resolution made by the Board shall be passed by two-thirds or more of all directors.

If the Company or the Company's subsidiaries (including the Company's subsidiaries) acted in accordance with the article, they shall comply with the laws, administrative regulations, and the requirements stipulated by the China Securities Regulatory Commission and the stock exchanges. |

17 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Section 2 Increase, Reduction and Repurchase of Shares	Section 2 Increase, Reduction and Repurchase of Shares
Article 24 The Company may, according to its operation and development needs, approve an increase of its registered capital in accordance with the relevant provisions of the Articles of Association, subject to requirements of the laws and regulations and a relevant resolution being passed in a general meeting.
The Company may increase its capital in the following ways:
(1) public share offering;
(2) non-public share offering;
(3) allotting bonus shares to its existing shareholders;
(4) capital increase by conversion from common reserve funds;
(5) any other means prescribed by the laws and administrative regulations as well as upon approval of the CSRC.
The Company’s increase of share capital through issuance of new shares, after approval is obtained in accordance with the provisions of the Articles of Association, shall be implemented in accordance with the procedures set out in the relevant laws and administrative regulations of the PRC.	Article 26 The Company may, according to its operation and development needs, approve an increase of its registered capital in accordance with the relevant provisions of the Articles of Association, subject to requirements of the laws and regulations and a relevant resolution being passed in a general meeting.
The Company may increase its capital in the following ways:
(1) share offering to unspecified targets;
(2) share offering to specific targets;
(3) allotting bonus shares to its existing shareholders;
(4) capital increase by conversion from common reserve funds;
(5) any other means prescribed by the laws and administrative regulations as well as the CSRC.
The Company’s increase of share capital through issuance of new shares, after approval is obtained in accordance with the provisions of the Articles of Association, shall be implemented in accordance with the procedures set out in the relevant laws and administrative regulations of the PRC.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
—	Article 27 (Newly added) When the Company issues new shares for the purpose of increasing its registered capital, the shareholders shall not be entitled to pre-emptive rights, unless otherwise stipulated in the Articles of Association or resolved by the shareholders in the general meeting.
Article 26 The Company may reduce its registered capital pursuant to the provisions of the Articles of Association. The Company’s reduction of registered capital, shall be conducted in accordance with the procedures set forth in the Company Law and other relevant requirements and the Articles of Association.	Article 29 The Company may reduce its registered capital. The Company’s reduction of registered capital, shall be conducted in accordance with the procedures set forth in the Company Law and other relevant requirements and the Articles of Association.
Article 27 When the Company reduces its registered capital, it must prepare a balance sheet and an inventory of assets.
The Company shall notify its creditors within ten days of the date of the Company’s resolution for a reduction of registered capital and shall issue a public announcement in newspapers within thirty days from the date of such resolution. A creditor of the Company shall be entitled, within thirty days from the date of receipt of the notice from the Company or, in case of a creditor who has not received such notice, within forty-five days from the date of the public announcement, to require the Company to repay its debts or provide a corresponding guarantee for such debt.
The Company’s registered capital after the capital reduction may not be less than the minimum statutory amount.	Article 30 The Company shall prepare a balance sheet and an inventory of assets for reduction of its registered capital.
The Company shall notify its creditors within ten days of the date of the Company’s resolution for a reduction of registered capital at the general meeting and shall issue a public announcement in at least one newspaper designated by CSRC to disclose information about listed companies or the National Enterprise Credit Information Publication System within thirty days from the date of such resolution. A creditor of the Company shall be entitled, within thirty days from the date of receipt of the notice from the Company or, in case of a creditor who has not received such notice, within forty-five days from the date of the public announcement, to require the Company to repay its debts or provide a corresponding guarantee.
For reduction of registered capital, the Company shall reduce the amount of capital contributions or shares in proportion to the shareholders’ shareholdings, unless otherwise stipulated in the laws or the Articles of Association.

– 19 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

—

Article 31 (Newly added) If the Company still has losses after making up for them in accordance with the provisions of paragraph 2 of Article 162 under the Articles of Association, it may reduce its registered capital to make up for the losses. Where the registered capital is reduced to make up for losses, the Company shall not make distributions to shareholders, nor shall it exempt shareholders from their obligations to make capital contributions or pay for shares.

Where the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of paragraph 2 of the Article 30 under the Articles of Association shall not apply. However, the Company shall announce the reduction through at least one newspaper designated by CSRC to disclose information about listed companies or on the National Enterprise Credit Information Publicity System within 30 days from the date on which the general meeting passes a resolution to reduce the registered capital.

After the Company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the accumulated amount of the statutory reserve and the discretionary reserve reaches 50% of the Company’s registered capital. |
| — | Article 32 (Newly added) If the registered capital is reduced in violation of the Company Law or other relevant regulations, shareholders shall return the funds received, and any reduction or exemption of shareholders’ capital contributions shall be reversed; in case of losses caused to the Company, shareholders and responsible directors and senior management shall be liable for compensation. |

– 20 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 28 The Company may repurchase its own outstanding shares in accordance with the laws, administrative regulations, departmental rules and regulations as well as the Articles of Association and with the approval of the relevant organizations of the State under the following circumstances:	Article 33 The Company may repurchase its own outstanding shares in accordance with the laws, administrative regulations, departmental rules and regulations as well as the Articles of Association and with the approval of the relevant organizations of the State under the following circumstances:
(1) to cancel shares for the purpose of reducing the capital of the Company;	(1) to reduce the registered capital of the Company;
(2) to merge with other companies that hold shares in the Company;	(2) to merge with other companies that hold shares in the Company;
(3) to use shares in employee stock ownership plans or equity incentives;	(3) to use shares in employee stock ownership plans or equity incentives;
(4) to acquire the shares of shareholders (upon their request) who vote against to any resolution adopted at any general meetings on the merger or division of the Company;	(4) to acquire the shares of shareholders (upon their request) who vote against to any resolution adopted at any general meetings on the merger or division of the Company;
(5) to use the shares for converting convertible bonds issued by the Company;	(5) to use the shares for converting convertible bonds issued by the Company;
(6) as necessary for the Company to safeguard the value of the Company and its shareholders' interests.	(6) as necessary for the Company to safeguard the value of the Company and its shareholders' interests.
The Company shall not acquire the Company's shares save and except for the aforesaid circumstances.	The Company shall not acquire the Company's shares save and except for the aforesaid circumstances.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 29 The Company may repurchase its own shares through public and centralized trading or other methods as permitted by laws, administrative regulations and the China Securities Regulatory Commission (CSRC).
If the Company repurchases its shares due to the circumstances as stipulated in sub- paragraphs (3), (5) and (6) of sub-clause 1 of Article 28 of the Articles of Association, this shall be conducted by way of public and centralized trading.	Article 34 The Company may repurchase its own shares through public and centralized trading or other methods as permitted by laws, administrative regulations and the China Securities Regulatory Commission (CSRC).
If the Company repurchases its shares due to the circumstances as stipulated in sub- paragraphs (3), (5) and (6) of sub-clause 1 of Article 33 of the Articles of Association, this shall be conducted by way of public and centralized trading.

22 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 30 If the Company repurchases its own shares for the circumstances as stipulated in sub-paragraphs (1) and (2) of sub-clause 1 of Article 28 hereof, resolutions related thereto shall be adopted at a general meeting; If the Company acquires its shares in the circumstances as stipulated in sub-paragraphs (3), (5) and (6) of sub-clause 1 of Article 28 of the Articles of Association, this shall be resolved by the board meeting attended by two-thirds or more of the Directors in accordance with the provisions of the Articles of Association or the authorization of the general meeting.
If the Company repurchases its own shares in accordance with sub-clause 1 of Article 28 of the Articles of Association under the circumstances set forth in sub-paragraph (1), the shares so repurchased shall be cancelled within ten days from the date of repurchase. In the event of the circumstances set forth in sub-paragraphs (2) and (4), the shares so repurchased shall be transferred or cancelled within six months. In the event of the circumstances set forth in sub-paragraphs (3), (5) and (6), the total number of the Company's shares held by the Company shall not exceed 10% of the total issued shares of the Company and such shares shall be transferred or cancelled within 3 years.	Article 35 If the Company repurchases its own shares for the circumstances as stipulated in sub-paragraphs (1) and (2) of sub-clause 1 of Article 33 hereof, resolutions related thereto shall be adopted at a general meeting; If the Company acquires its shares in the circumstances as stipulated in sub-paragraphs (3), (5) and (6) of sub-clause 1 of Article 33 of the Articles of Association, this shall be resolved by the board meeting attended by two-thirds or more of the Directors in accordance with the provisions of the Articles of Association or the authorization of the general meeting.
If the Company repurchases its own shares in accordance with sub-clause 1 of Article 33 of the Articles of Association under the circumstances set forth in sub-paragraph (1), the shares so repurchased shall be cancelled within ten days from the date of repurchase. In the event of the circumstances set forth in sub-paragraphs (2) and (4), the shares so repurchased shall be transferred or cancelled within six months. In the event of the circumstances set forth in sub-paragraphs (3), (5) and (6), the total number of the Company's shares held by the Company shall not exceed 10% of the total issued shares of the Company and such shares shall be transferred or cancelled within 3 years.
Section 3 Transfer of Shares	Section 3 Transfer of Shares
Article 31 Shares of the Company are transferable according to law.	Article 36 Shares of the Company shall be transferable according to law.
Article 32 The Company shall not accept pledges created over the Company's shares.	Article 37 The Company shall not accept pledges created over the Company's shares.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 33—Shares held by promoters shall not be transferred within one year from the date of establishment of the Company. Shares previously issued by the Company prior to the initial public offering shall not be transferred within one year from the first day listing and trading of the Company’s shares on a stock exchange. Where the transfer of the Company’s shares held by the shareholders or its de facto controllers of listed companies is otherwise stipulated by laws, administrative regulations, or requirements by the securities regulatory authorities under the State Council, such provisions shall prevail.

During their terms of office, directors; supervisors and other senior management members of the Company shall report to the Company their shareholdings in the Company and changes therein and shall not transfer in a given year during their terms of office determined at the time of his/her assumption of office more than 25% of the total number of shares of the Company which they hold; the shares of the Company held by them shall not be transferred within one year from the first day on which the shares of the Company are listed and traded. The aforesaid persons shall not transfer the shares of the Company held by them within six months from the date of their leaving the Company.

If the aforesaid persons resign prior to the expiration of their term of office, they shall comply with the provisions of the preceding paragraph during their term of office determined when they take office and within six months after the expiration of such term of office. | Article 38 Shares previously issued by the Company prior to the initial public offering shall not be transferred within one year from the first day listing and trading of the Company’s shares on a stock exchange. Where the transfer of the Company’s shares held by the shareholders or its de facto controllers of listed companies is otherwise stipulated by laws, administrative regulations, or requirements by the securities regulatory authorities under the State Council, such provisions shall prevail.

The directors and other senior management members of the Company shall report to the Company their shareholdings in the Company and changes therein and shall not transfer in a given year during their terms of office determined at the time of his/her assumption of office more than 25% of the total number of shares of the Company which they hold; the shares of the Company held by them shall not be transferred within one year from the first day on which the shares of the Company are listed and traded. The aforesaid persons shall not transfer the shares of the Company held by them within six months from the date of their leaving the Company.

24 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
None of the directors, supervisors and senior management members of the Company is allowed to transfer the shares of the Company held by them within one year after the shares of the Company are listed for trading.
If laws, administrative regulations, departmental rules and normative documents specify otherwise, such provisions shall prevail.	None of the directors and senior management members of the Company is allowed to transfer the shares of the Company held by them within one year after the shares of the Company are listed for trading.
If laws, administrative regulations, departmental rules and normative documents specify otherwise, such provisions shall prevail.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 34 Any gains from any sale of shares or other equity securities of the Company by any director, supervisor, senior management member or shareholder of the Company holding 5% or more of the shares of the Company within six months after the date of purchase of the same, and any gains from any purchase of shares or other equity securities of the Company by any of the aforesaid parties within six months after the date of sale of the same shall be disgorged and paid to the Company, and the Board shall recover such gains from the abovementioned parties. However, securities companies holding 5% or more of the shares as a result of taking up unsubscribed shares as underwriters and other circumstances provided by the CSRC are exempt from such requirement.

The shares or other equity securities held by directors, supervisors, senior management members and natural person shareholders referred to in the preceding paragraph include shares or other equity securities held by their spouses, parents and children in their own account and others’ account.

If the Board fails to comply with the requirements in accordance with the first paragraph, a shareholder shall have the right to request the Board to effect the same within 30 days. If the Board fails to do so within the said time limit, a shareholder shall have the right to initiate proceedings in the Court directly in his own name for the interests of the Company.

If the Board fails to comply with the requirements in accordance with the first paragraph, the responsible director or directors shall assume joint and several liabilities in accordance with the law. | Article 39 Any gains from any sale of shares or other equity securities of the Company by any director, senior management member or shareholder of the Company holding 5% or more of the shares of the Company within six months after the date of purchase of the same, and any gains from any purchase of shares or other equity securities of the Company by any of the aforesaid parties within six months after the date of sale of the same shall be disgorged and paid to the Company, and the Board shall recover such gains from the abovementioned parties. However, securities companies holding 5% or more of the shares as a result of taking up unsubscribed shares as underwriters and other circumstances provided by the CSRC are exempt from such requirement.

The shares or other equity securities held by directors, senior management members and natural person shareholders referred to in the preceding paragraph include shares or other equity securities held by their spouses, parents and children in their own account and others’ account.

If the Board fails to comply with the requirements in accordance with the first paragraph of this Article, a shareholder shall have the right to request the Board to effect the same within 30 days. If the Board fails to do so within the said time limit, a shareholder shall have the right to initiate proceedings in the Court directly in his own name for the interests of the Company.

If the Board fails to comply with the requirements in accordance with the first paragraph of this Article, the responsible director or directors shall assume joint and several liabilities in accordance with the law. |

26 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
CHAPTER IV SHAREHOLDERS AND GENERAL MEETING	CHAPTER IV SHAREHOLDERS AND GENERAL MEETING
Section 1 Shareholders' Rights and Obligations	Section 1 Shareholders' Rights and Obligations
Article 36 The Company shall keep a register of members based on the evidence provided by the share registrar. The register of members serves as sufficient evidence of the shareholders' ownership of the Company's shares. A shareholder shall enjoy the relevant rights and assume the relevant obligations in accordance with the class and number of shares he holds. Shareholders holding the same class of shares shall enjoy the same rights and assume the same obligations. The register of holders of overseas listed foreign invested shares shall be maintained in Hong Kong for shareholders' reference. However, the Company is allowed to close the register of members temporarily in accordance with provisions equivalent to Section 632 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong).	Article 41 The Company shall keep a register of members based on the evidence provided by the share registration and clearing institution. The register of members serves as sufficient evidence of the shareholders' ownership of the Company's shares. A shareholder shall enjoy the relevant rights and assume the relevant obligations in accordance with the class of shares he holds. Shareholders holding the same class of shares shall enjoy the same rights and assume the same obligations. The register of holders of overseas listed foreign invested shares shall be maintained in Hong Kong for shareholders' reference. However, the Company is allowed to close the register of members temporarily in accordance with provisions equivalent to Section 632 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong).

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 37 Holders of the ordinary shares of the Company shall enjoy the following rights: (1) the right to dividends and other profit distributions in proportion to the number of shares held; (2) the right to propose, convene and preside over, to attend or appoint a proxy to attend, speak at, the general meetings and to exercise the corresponding voting right thereat in accordance with the law (unless individual shareholders are required to abstain from voting rights in respect of individual matters in accordance with the relevant requirements of the places where the Company's securities are listed); (3) the right to manage the supervision of and present proposals or raise enquiries about the Company's business operations; (4) the right to transfer, give as a gift or pledge the shares in their possession in accordance with the laws, administrative regulations and provisions of the Articles of Association;

Article 42 Holders of the ordinary shares of the Company shall enjoy the following rights: (1) the right to dividends and other profit distributions in proportion to the number of shares held; (2) the right to hold, convene and preside over, to attend or appoint a proxy to attend, speak at, the general meetings and to exercise the corresponding voting right thereat in accordance with the law (unless individual shareholders are required to abstain from voting rights in respect of individual matters in accordance with the relevant requirements of the places where the Company's securities are listed); (3) the right to supervise and present proposals or raise enquiries about the Company's operations; (4) the right to transfer, give as a gift or pledge the shares in their possession in accordance with the laws, administrative regulations and provisions of the Articles of Association;

28 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
(5) the right to review these Articles of Association, register of members, corporate bond certificates, minutes of general meetings, resolutions of the meetings of the Board of Directors, resolutions of meetings of the Supervisory Committee, and financial accounting reports;	(5) the right to review and copy these Articles of Association, register of members, minutes of general meetings, resolutions of the meetings of the Board of Directors, and financial accounting reports, as well as a qualified shareholder may inspect the accounting books and vouchers of the Company;
(6) in the event of the termination or liquidation of the Company, the right to participate in the distribution of the remaining assets of the Company in accordance with the number of shares held;	(6) in the event of the termination or liquidation of the Company, the right to participate in the distribution of the remaining assets of the Company in accordance with the number of shares held;
(7) with respect to shareholders who vote against any resolution adopted at the general meeting on the merger or division of the Company, the right to demand the Company to acquire the shares held by them;	(7) with respect to shareholders who vote against any resolution adopted at the general meeting on the merger or division of the Company, the right to demand the Company to acquire the shares held by them;
(8) such other rights conferred by the laws, administrative regulations, departmental rules and regulations and the Articles of Association.	(8) such other rights conferred by the laws, administrative regulations, departmental rules and regulations and the Articles of Association.
Article 38 Shareholders demanding inspection of the relevant information or copies of the materials mentioned in the preceding provision shall provide to the Company written documents evidencing the class and number of shares of the Company they hold. After confirmation of the shareholder's identity, the Company shall provide such information at the shareholder's request.	Article 43 Shareholders requesting inspection and duplication of the relevant information of the Company shall comply with the Company Law, the Securities Law, and other relevant laws and administrative regulations, and provide to the Company written documents evidencing the class and number of shares of the Company they hold. After confirmation of the shareholder's identity, the Company shall provide such information at the shareholder's request.

29 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 39 If a resolution of the Company’s general meeting or board meeting violates the laws or administrative regulations, the shareholders shall have the right to submit a petition to the people’s court to render the same as invalid.
If the procedures for convening a meeting of, or the method of voting at, a general meeting or board meeting violate the laws, administrative regulations or the Articles of Association, or the contents of a resolution violate the Articles of Association, shareholders shall be entitled to submit a petition to the people’s court to rescind such resolutions within 60 days from the date on which such resolution is adopted.	Article 44 If a resolution of the Company’s general meeting or board meeting violates the laws or administrative regulations, the shareholders shall have the right to submit a petition to the People’s Court to render the same as invalid.
If the procedures for convening a meeting of, or the method of voting at, a general meeting or board meeting violate the laws, administrative regulations or the Articles of Association, or the contents of a resolution violate the Articles of Association (excluding insignificant defects only in the procedures for convening a meeting of, or the method of voting at, a general meeting or board meeting that do not in substance affect the resolution of the meeting), shareholders shall be entitled to submit a petition to the People’s Court to rescind such resolutions within 60 days from the date on which such resolution is adopted.
Where relevant parties such as the Board or the shareholders dispute the validity of a resolution passed at the general meeting, they should file a lawsuit with the People’s Court in a timely manner. Before the People’s Court hands down any judgement or ruling as rescinded the resolution, the relevant parties shall have to implement the resolution of the general meeting. The Company, the Directors and senior management shall take care to fulfill their duties and ensure the normal operation of the Company.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
	Where the People’s Court has handed down a judgement or ruling on the relevant matter, the Company shall fulfill the obligation of information disclosure in accordance with the laws, administrative regulations and provision of the CSRC and the stock exchange, which shall include a full account of the impact, and shall actively implement in compliance with such judgement or ruling after the same comes into effect. Where rectification of previous executed matters is involved, such rectification shall be promptly processed and the obligation of information disclosure shall be fulfilled accordingly.
—	Article 45 (Newly added) In the event of one of the following, a resolution of the general meeting or Board shall not stand: (1) The resolution has been made without the convening of a general meeting or Board meeting; (2) The resolution has been made without voting at the general meeting or Board meeting; (3) The number of persons attending or votes represented at the meeting does not reach the number of persons attending or votes represented as stipulated under the Company Law or the Articles of Association; (4) The number of persons attending or votes represented at the meeting voting in favour of the matter to be resolved does not reach the number of persons attending or votes represented as stipulated under the Company Law or the Articles of Association.

31 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 40 Where the Company incurs losses as a result of directors’ and senior management members’ violation of the laws, administrative regulations or the Articles of Association in the course of performing their duties with the Company, shareholders severally or jointly holding 1% or more of the Company’s shares for more than 180 consecutive days shall be entitled to request in writing the Supervisory Committee to initiate proceedings in the court; where the Company incurs losses as a result of the Supervisory Committee’s violation of any provision of law, administrative regulation or the Articles of Association in the course of performing its duties with the Company, such shareholders shall be entitled to request in writing to the Board to initiate proceedings in the court.

In the event that the Supervisory Committee or the Board refuses to initiate proceedings after receiving the written request of shareholders stated in the foregoing paragraph, or fails to initiate such proceedings within 30 days from the date on which such request is received, or in case of emergency where failure to initiate such proceedings immediately will result in irreparable damage to the Company’s interests, shareholders described in the preceding paragraph shall have the right to initiate proceedings in the court directly in their own names in the interest of the Company.

Shareholders described in the first paragraph of this Article may also initiate proceedings in the people’s court in accordance with the preceding two paragraphs in the event that the lawful interests of the Company are infringed upon by any third parties. | Article 46 Where the Company incurs losses as a result of directors’ and senior management members’ other than members of the Audit Committee violation of the laws, administrative regulations or the Articles of Association in the course of performing their duties with the Company, shareholders severally or jointly holding 1% or more of the Company’s shares for more than 180 consecutive days shall be entitled to request in writing the Audit Committee to initiate proceedings in the People’s Court; where the Company incurs losses as a result of members of the Audit Committee’s violation of any provision of law, administrative regulation or the Articles of Association in the course of performing its duties with the Company, such shareholders shall be entitled to request in writing to the Board to initiate proceedings in the People’s Court.

In the event that the Audit Committee or the Board refuses to initiate proceedings after receiving the written request of shareholders stated in the foregoing paragraph, or fails to initiate such proceedings within 30 days from the date on which such request is received, or in case of emergency where failure to initiate such proceedings immediately will result in irreparable damage to the Company’s interests, shareholders described in the preceding paragraph shall have the right to initiate proceedings in the People’s Court directly in their own names in the interest of the Company. |

32 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
	Shareholders described in the first paragraph of this Article may also initiate proceedings in the People’s Court in accordance with the preceding two paragraphs in the event that the lawful interests of the Company are infringed upon by any third parties.
Where the directors, supervisors or senior management of the Company’s wholly-owned subsidiary violate provisions under the laws, administrative regulations or the Articles of Association in their performance of duties resulting in loss for the Company, or loss caused by infringement upon the Company’s wholly-owned subsidiary lawful rights and interests by other parties, shareholders along or in aggregated holding 1% or more of the Company’s shares for over 180 consecutive days may request in writing the Supervisory Committee or the Board of the wholly-owned subsidiary to file a lawsuit with the People’s Court or may file a lawsuit with the People’s Court directly in their own names in accordance with provisions of the first three paragraphs of Article 189 under the Company Law. If the Company’s wholly-owned subsidiary has not established Supervisory Committee or any supervisor, but established Audit Committee, the matter shall be dealt with in accordance with paragraphs I and II of this Article.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 42 Holders of the ordinary shares of the Company shall have the following obligations:	Article 48 Holders of the ordinary shares of the Company shall have the following obligations:
(1) to abide by the laws, administrative regulations and the Articles of Association;	(1) to abide by the laws, administrative regulations and the Articles of Association;
(2) to pay the share subscription price based on the shares subscribed for and the method of subscription;	(2) to pay the share subscription price based on the shares subscribed for and the method of subscription;
(3) not to withdraw their shares unless required by the laws and regulations;	(3) not to withdraw their share capital unless required by the laws and regulations;
(4) not to abuse their shareholders' rights to harm the interests of the Company or other shareholders, and not to abuse the independent legal person status of the Company and the limited liability of shareholders to harm the interest of any creditor;	(4) not to abuse their shareholders' rights to harm the interests of the Company or other shareholders, and not to abuse the independent legal person status of the Company and the limited liability of shareholders to harm the interest of any creditor;
If a shareholder of the Company abuses its shareholder's rights and thereby causes loss on the Company or other shareholders, such shareholder shall be liable for indemnity in accordance with the law.	If a shareholder of the Company abuses its shareholder's rights and thereby causes loss on the Company or other shareholders, such shareholder shall be liable for indemnity in accordance with the law.
If a shareholder of the Company abuses the Company's independent legal person status and the limited liability of shareholders for the purposes of avoiding debts, thereby materially impairing the interests of the creditors of the Company, such shareholder shall be jointly and severally liable for the debts owed by the Company.	If a shareholder of the Company abuses the Company's independent legal person status and the limited liability of shareholders for the purposes of avoiding debts, thereby materially impairing the interests of the creditors of the Company, such shareholder shall be jointly and severally liable for the debts owed by the Company.
(5) to assume other obligations required by the laws, administrative regulations and the Articles of Association.	(5) to assume other obligations required by the laws, administrative regulations and the Articles of Association.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
—	Section 2 Controlling Shareholder and Persons Exercising De Facto Control over the Company (Newly Added)
Article 43—Where a shareholder holding 5% or more voting shares of the Company pledges any domestic shares in his possession, he shall report the same to the Company in writing on the day on which he pledges his shares:	Delete the entire Article
—	Article 49 (Newly Added) The controlling shareholder of the Company and persons exercising de facto control over the Company shall exercise such rights and fulfill such obligations in accordance with the laws, administrative regulations and the provisions of the CSRC and the stock exchanges to safeguard the interests of the listed company.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 44 The controlling shareholder of the Company and persons who exercise de facto control over the Company shall not take advantage of their connected relationship to act in detriment to the Company's interests. If they have violated the provision and caused damage to the Company, they are liable for such damages: The controlling shareholder of the Company and persons exercising de facto control over the Company shall have a fiduciary duty towards the Company and its public shareholders. The controlling shareholder shall execute its rights as an investor in strict compliance with the law. The controlling shareholder shall not adversely affect the lawful interests of the Company and its public shareholders through profit distribution, asset restructuring, foreign investment, possession of capital, lending guarantees and shall not make use of its controlling status against the interests of the Company and its public shareholders.

Article 50 The controlling shareholder of the Company and persons who exercise de facto control over the Company shall comply with the following provisions: (1) They shall exercise shareholders' rights in accordance with the law and shall not abuse their controlling rights or take advantage of their connected relationship to undermine the lawful rights and interests of the Company or other shareholders; (2) They shall stringently fulfill the public declarations and undertakings they made and shall not alter or waive such declarations or undertakings in a unilateral manner; (3) They shall strictly perform the obligation of information disclosure in accordance with pertinent provisions and shall actively cooperate with the Company to procure proper information disclosure, notifying the Company in a timely manner of material matters that have occurred or will likely incur; (4) They shall not appropriate the funds of the Company in any manner; (5) They shall not order by coercion, instruct or demand the Company and relevant staff to provide guarantee in violation of laws or regulations;

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
	(6) They shall not take advantage of the possession of unannounced material information of the Company for their gain, or divulge unannounced material information relating to the Company in any manner, or be engaged in illegal or illicit acts such as inside dealing, short-term dealing or market manipulation;
(7) They shall not compromise the lawful rights and interests of the Company and other shareholders through any means, such as unfair connected transaction, profit allocation, asset reorganisation, and investment in third parties;
(8) They shall guarantee the integrity of the Company's assets and the Company's independence in terms of staffing, finance, organisation and business, and shall not affect the independence of the Company in any manner;
(9) Provisions under the laws, administrative regulations, CSRC, business rules of the stock exchange and other provisions under the Articles of Association.
If the controlling shareholder of the Company and persons exercising de facto control over the Company instruct a director or senior management to engage in activities that prejudice the interests of the Company or its shareholders, they shall bear joint and several liability with such director or senior management.

– 37 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
—	Article 51 (Newly Added) The controlling shareholder and persons exercising de facto control over the Company shall maintain control over the Company and the stability of its production operations if they pledge the Company’s shares held or effectively controlled by them.
—	Article 52 (Newly Added) In the event of any transfer of the Company’s shares held by the controlling shareholder and persons exercising de facto control over the Company, they shall comply with the restrictive provisions regarding the transfer of shares stipulated under the laws, administrative regulations and regulations of the CSRC and the stock exchange, as well as the undertakings they have made in respect of restrictions in share transfer.

38 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 45 The term “controlling shareholder” as mentioned in the Articles of Association refers to the shareholder who holds ordinary shares (including preference shares with restored voting rights) accounting for 50% or more of the total share capital of the Company; or the shareholder who holds less than 50% of the shares but the voting rights attached to his/her shares are sufficient to have a significant impact on the resolutions of the general meeting.

For the purposes hereof, the term “persons exercising de facto control over the Company” means the persons, not being shareholders of the Company, who are able to exercise actual control over the acts of the Company through an investment relationship, agreement or other arrangements.

For the purposes hereof, the term “connected relationship” means the relationship between the controlling shareholders, persons exercising de facto control over the Company, directors, supervisors or senior management members of the Company and the enterprise directly or indirectly controlled by them and any other relationship that may lead to the transfer of any interest of the Company. However, enterprises controlled by the State do not have a connected relationship with one another simply because they are under the control of the State. | Article 53 The term “controlling shareholder” as mentioned in the Articles of Association refers to the shareholder who holds shares accounting for more than 50% of the total share capital of the Company; or the shareholder who holds less than 50% of the shares but the voting rights attached to his/her shares are sufficient to have a significant impact on the resolutions of the general meeting.

For the purposes hereof, the term “persons exercising de facto control over the Company” means the natural persons, legal entities or other entities that are able to exercise actual control over the acts of the Company through an investment relationship, agreement or other arrangements.

39 -

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Section 2 General Provisions of the General Meeting	Section 3 General Provisions of the General Meeting
Article 46 The general meeting is the Company's authoritative organ which shall exercise its functions and powers in accordance with the laws.	Article 54 The Company's general meeting shall be composed of all shareholders. The general meeting is the Company's authoritative organ which shall exercise the following functions and powers in accordance with the laws: (1) to elect and replace directors who are not employees' representatives and decide on matters relating to their remuneration; (2) to consider and approve the reports of the Board; (3) to consider and approve the Company's profit distribution plans and loss recovery plans; (4) to decide on the increase or reduction of the Company's registered capital; (5) to decide on matters such as merger, division, dissolution, liquidation and change in the form of the Company; (6) to decide on the issue of corporate bonds;

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
	(7) to decide on the appointment, dismissal and non-reappointment of the public accountant firm undertaking the audit business of the Company;
	(8) to amend the Articles of Association;
	(9) to consider the motions raised by shareholders who represent more than 1% of the total number of voting shares of the Company;
	(10) to consider and approve the provision of guarantees under Article 55 of the Articles of Association;
	(11) to consider the Company's significant acquisition or disposal of material assets within one year with a value exceeding 30% of the latest audited total assets of the Company;
	(12) to consider and approve changes in the use of proceeds from fund raising;
	(13) to consider the share incentive schemes and employee share ownership scheme;

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
	(14) to consider other matters which, according to the laws, administrative regulations, departmental rules and regulations and the Articles of Association, should be decided by the shareholders at general meetings.
The general meeting may authorize the Board to make resolutions on the issuance of corporate bonds.
The Company may, by resolution at the general meeting, or by resolution at the Board authorized by the Articles of Association or the general meeting, issue shares or bonds convertible into shares, the specific implementation of which shall comply with the laws, administrative regulations, and the provisions of the CSRC and the stock exchanges.
Unless otherwise stipulated in the laws, administrative regulations, the regulations of the CSRC or the rules of the stock exchange, the aforesaid functions and powers of general meetings shall not be exercised by the Board or by other organizations and individuals on behalf of shareholders through authorization. General meetings may authorize or appoint the Board to deal with matters other than the aforesaid powers and functions.

42 -

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 47—The general meeting shall have the following functions and powers: (1)—to decide on the Company’s operational policies and investment plans; (2) to elect and replace directors who are not employees’ representatives and decide on matters relating to their remuneration; (3)—to elect and replace supervisors who are shareholders’ representatives and decide on matters relating to their remuneration; (4) to consider and approve the reports of the Board; (5)—to consider and approve the reports of the Supervisory Committee; (6)—to consider and approve the Company’s preliminary annual budgets and final accounts; (7) to consider and approve the Company’s profit distribution plans and loss recovery plans; (8) to decide on the increase or reduction of the Company’s registered capital and the acquisition of the Company’s shares; (9) to decide on matters such as merger, division, dissolution, liquidation and change in the form of the Company; (10) to decide on the issue of bonds by the Company;

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
(††) to decide on the appointment, dismissal and non-reappointment of the public accountant firm of the Company;
(†‡2) to amend the Articles of Association;
(†3) to consider the motions raised by shareholders who represent more than 3% of the total number of voting shares of the Company;
(14) to consider and approve the provision of guarantees under Article 48 of the Articles of Association;
(15) to consider the Company's significant acquisition or disposal of material assets within one year with a value exceeding 30% of the latest audited total assets of the Company;
(16) to consider and approve changes in the use of proceeds from fund raising;
(17) to consider the share incentive schemes;
(18) to consider other matters which, according to the laws, administrative regulations, departmental rules and regulations and the Articles of Association, should be resolved by the shareholders at general meetings.
The aforesaid functions and powers of general meetings shall not be exercised by the Board or by other organizations and individuals on behalf of shareholders through authorization. General meetings may authorize or appoint the Board to deal with matters other than the aforesaid powers and functions.

– 44 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 48 The following guarantees provided to third parties by the Company shall be subject to consideration and approval at general meetings: (1) a guarantee to be given after the total amount of the guarantees which have been provided to third parties by the Company and its controlling subsidiaries exceed 50% of the latest audited net assets of the Company; (2) a guarantee to be given after the total amount of guarantees which have been provided to third parties by the Company and its controlling subsidiaries exceed 30% of the latest audited total assets of the Company; (3) a guarantee to be provided in favour of an obligor which has a debt-to-asset ratio exceeding 70%; (4) a guarantee of which the single guaranteed amount exceeds 10% of the latest audited net assets of the Company; (5) a guarantee the amount of which, when added to the total amount of guarantees given within the last 12 consecutive months, will cause such cumulative total amount of guarantees to exceed 30% of the Company's latest audited total assets; (6) a guarantee which is provided to shareholders, persons exercising de facto control over the Company and their respective connected parties;

Article 55 The following guarantees provided to third parties by the Company shall be subject to consideration and approval at general meetings: (1) a guarantee to be given after the total amount of the guarantees which have been provided to third parties by the Company and its controlling subsidiaries exceed 50% of the latest audited net assets of the Company; (2) a guarantee to be given after the total amount of guarantees which have been provided to third parties by the Company and its controlling subsidiaries exceed 30% of the latest audited total assets of the Company; (3) a guarantee to be provided in favour of an obligor which has a debt-to-asset ratio exceeding 70%; (4) a guarantee of which the single guaranteed amount exceeds 10% of the latest audited net assets of the Company; (5) a guarantee the amount of which, provided by the Company to others within one year, will exceed 30% of the Company's latest audited total assets; (6) a guarantee which is provided to shareholders, persons exercising de facto control over the Company and their respective connected parties;

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
(7) such other guarantees as required by the stock exchange on which the shares of the Company are listed or by the Articles of Association.	(7) such other guarantees as required by the stock exchange on which the shares of the Company are listed or by the Articles of Association.
When the general meeting of the Company considers the guarantee in sub-clause (5) of the preceding paragraph, it shall be approved by two-thirds or more of the voting rights held by the shareholders attending the meeting.	When the general meeting of the Company considers the guarantee in sub-clause (5) of the preceding paragraph, it shall be approved by two-thirds or more of the voting rights held by the shareholders attending the meeting.
Guarantees provided to third parties which shall be approved at a general meeting shall be considered and approved by the Board before submission to the general meeting for approval. When the general meeting is considering a proposal to provide guarantees for any shareholder, persons exercising de facto control over the Company or their respective connected parties, the said shareholder or the shareholders controlled by the said persons exercising de facto control over the Company shall be abstained from voting on the proposal, and the approval of such proposal shall be subject to more than half of the voting rights of the other attending shareholders.	Guarantees provided to third parties which shall be approved at a general meeting shall be considered and approved by the Board before submission to the general meeting for approval. When the general meeting is considering a proposal to provide guarantees for any shareholder, persons exercising de facto control over the Company or their respective connected parties, the said shareholder or the shareholders controlled by the said persons exercising de facto control over the Company shall be abstained from voting on the proposal, and the approval of such proposal shall be subject to more than half of the voting rights of the other attending shareholders.
Save and except for the aforesaid circumstances, the Board shall be authorized to consider and approve other guarantees provided to third parties. However, such guarantees must be approved by adopting a resolution by two thirds or more of the attending directors and such resolution should be approved by more than half of all directors of the Company, and disclosed timely.	Save and except for the aforesaid circumstances, the Board shall be authorized to consider and approve other guarantees provided to third parties, and such guarantees must be approved by adopting a resolution by two thirds or more of the attending directors and such resolution should be approved by more than half of all directors of the Company, and disclosed timely.

46 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 49 Except that the Company is in special circumstances such as crises, the Company shall not, without the approval of shareholders by a special resolution at general meetings, enter into any contract with any person other than a director, supervisor, general manager, deputy general manager or other senior management member whereby the administration of the whole or any substantial part of the business of the Company is to be handed over to such person.

Article 56 Except that the Company is in special circumstances such as crises, the Company shall not, without the approval of shareholders by a special resolution at general meetings, enter into any contract with any person other than a director or senior management member whereby the administration of the whole or any substantial part of the business of the Company is to be handed over to such person.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 50 General meetings are divided into annual general meetings and extraordinary general meetings. General meetings shall be convened by the Board. Annual general meetings are held once a year and within six months from the end of the preceding financial year. Under any of the following circumstances, the Board shall convene an extraordinary general meeting within two months: (1) the number of directors is less than that is required by the Company Law or two thirds of the number of directors specified in the Articles of Association; (2) the accrued losses of the Company amount to one third of the total amount of its share capital; (3) shareholder(s) holding 10% or more of the Company's outstanding issued shares carrying voting rights request(s) in writing the convening of an extraordinary general meeting; (4) it is deemed necessary by the Board or requested by the Supervisory Committee to convene an extraordinary general meeting; (5) more than 2 of the independent directors propose to convene the meeting; (6) such other circumstance specified in the laws, administrative regulations, departmental rules or the Articles of Association.	Article 57 General meetings are divided into annual general meetings and extraordinary general meetings. General meetings shall be convened by the Board. Annual general meetings are held once a year and within six months from the end of the preceding financial year. Under any of the following circumstances, the Company shall convene an extraordinary general meeting within two months from the date of the occurrence of the fact: (1) the number of directors is less than that is required by the Company Law or two thirds of the number of directors specified in the Articles of Association; (2) the accrued losses of the Company amount to one third of the total amount of its share capital; (3) At the request of shareholder(s) who individually or collectively holding 10% or more of the Company's shares; (4) it is deemed necessary by the Board or requested by the Audit Committee to convene an extraordinary general meeting; (5) more than half of the independent directors propose to convene the meeting; (6) such other circumstance specified in the laws, administrative regulations, departmental rules or the Articles of Association.
In the event of Sub-clauses (3), (4) and (5) above, the agenda shall include the topics proposed by the meeting conveners.	In the event of Sub-clauses (3), (4) and (5) above, the agenda shall include the topics proposed by the meeting conveners.

– 48 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 51 The venue for convening the general meeting shall be the domicile of the Company or other specific places notified by the general meeting conveners.
The general meeting shall have a meeting venue and be convened by ways of on-site meetings. The Company will also provide online or other means to facilitate the participation by shareholders in general meetings. Shareholders who attend general meetings through the aforesaid means shall be deemed as present.	Article 58 The venue for convening the general meeting shall be the domicile of the Company or other specific places notified by the general meeting conveners.
The general meeting shall have a meeting venue and be convened by ways of on-site meetings, and in addition to the on-site meeting at a venue, it may also be simultaneously held by means of electronic communication. The Company will also provide online voting to facilitate the participation by shareholders in general meetings. Shareholders who attend general meetings through the aforesaid means shall be deemed as present.
Article 52 The Company shall engage lawyers to attend general meetings and advise on the following issues with announcements made thereon:
(1) whether the convening of the general meeting and its procedures are in compliance with the laws, administrative regulations and the Articles of Association;
(2) whether the attendees are eligible and whether the eligibility of the convener is both lawful and valid or not;
(3) whether the procedures of voting and the voting results of the meeting are both lawful and valid or not;
(4) legal opinions on other related matters at the request of the Company.	Article 59 The Company shall engage lawyers to attend general meetings and advise on the following issues with announcements made thereon:
(1) whether the convening of the general meeting and its procedures are in compliance with the provisions of the laws, administrative regulations and the Articles of Association;
(2) whether the attendees are eligible and whether the eligibility of the convener is both lawful and valid or not;
(3) whether the procedures of voting and the voting results of the meeting are both lawful and valid or not;
(4) legal opinions on other related matters at the request of the Company.

– 49 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Section 3 Convening of the General Meeting	Section 4 Convening of the General Meeting
Article 53 More than half of independent directors shall be entitled to propose to the Board the convening of an extraordinary general meeting. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of the extraordinary general meeting within ten days upon receipt of such proposal of convening an extraordinary general meeting by independent directors.
If the Board agrees to convene an extraordinary general meeting, a notice of meeting shall be issued within five days after adopting the relevant resolution by the Board. If the Board does not agree to convene an extraordinary general meeting, reasons for such disagreement shall be given by way of an announcement.	Article 60 The Board shall convene a general meeting on time and within the prescribed period.
The independent directors shall be entitled to propose to the Board the convening of an extraordinary general meeting with the approval of a majority of all independent directors. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of the extraordinary general meeting within ten days upon receipt of such proposal of convening an extraordinary general meeting by independent directors.
If the Board agrees to convene an extraordinary general meeting, a notice of meeting shall be issued within five days after adopting the relevant resolution by the Board. If the Board does not agree to convene an extraordinary general meeting, reasons for such disagreement shall be given by way of an announcement.

50 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 54 The Supervisory Committee shall be entitled to propose to the Board the convening of an extraordinary general meeting, provided that such proposal shall be made in writing. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten days upon receipt of such proposal.

If the Board agrees to convene an extraordinary general meeting, a notice of meeting shall be issued within five days after adopting the relevant resolution by the Board. Any change to the original proposal made in the notice shall require the approval of the Supervisory Committee.

If the Board does not agree to convene an extraordinary general meeting or does not furnish any reply within ten days after receiving such proposal, the Board shall be deemed to be incapable of or failing in performing the duty of convening a general meeting, in which case the Supervisory Committee may convene and preside over such meeting on an unilateral basis. | Article 61 The Audit Committee proposes to the Board the convening of an extraordinary general meeting, provided that such proposal shall be made in writing. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten days upon receipt of such proposal.

51 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 55 Shareholders severally or jointly holding 10% or more of the Company’s shares shall be entitled to request the Board to convene extraordinary general meetings, provided that such request shall be made in writing. The Board shall, in accordance with provisions of the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten days after receiving such proposal of the same.

If the Board agrees to convene an extraordinary general meeting, the notice of general meeting shall be issued within five days after adopting the relevant resolution of the Board. Any changes to the original request made in the notice shall be subject to prior approval of the shareholders concerned.

If the Board does not agree to convene an extraordinary general meeting or does not furnish any reply within ten days after receiving such proposal, the shareholders severally or jointly holding 10% or more of the Company’s shares shall be entitled to propose to the Supervisory Committee the convening of extraordinary general meeting, provided that such proposal shall be made in writing.

If the Supervisory Committee agrees to convene an extraordinary general meeting, the notice of convening the general meeting shall be issued within five days after receiving such request. Any changes to the original request made in the notice shall require prior approval of the shareholders concerned. | Article 62 Shareholders severally or jointly holding 10% or more of the Company’s shares requests the Board to convene extraordinary general meetings, provided that such request shall be made in writing. The Board shall, in accordance with provisions of the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten days after receiving such proposal of the same.

If the Board does not agree to convene an extraordinary general meeting or does not furnish any reply within ten days after receiving such proposal, the shareholders severally or jointly holding 10% or more of the Company’s shares shall be entitled to propose to the Audit Committee the convening of extraordinary general meeting, provided that such proposal shall be made in writing.

If the Audit Committee agrees to convene an extraordinary general meeting, the notice of convening the general meeting shall be issued within five days after receiving such request. Any changes to the original request made in the notice shall require prior approval of the shareholders concerned. |

52 -

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Failure of the Supervisory Committee to issue a notice of general meeting within the stipulated period shall be deemed as the failure of the Supervisory Committee to convene and preside over a general meeting, and the shareholders severally or jointly holding 10% or more of the Company’s shares for more than ninety consecutive days shall be entitled to convene and preside over the meeting on an unilateral basis.	Failure of the Audit Committee to issue a notice of general meeting within the stipulated period shall be deemed as the failure of the Audit Committee to convene and preside over a general meeting, and the shareholders severally or jointly holding 10% or more of the Company’s shares for more than ninety consecutive days shall be entitled to convene and preside over the meeting on a unilateral basis.
Article 56—Shareholders requiring the holding of an extraordinary general meeting shall comply with the following procedures:
Two or more shareholders holding in aggregate 10% or more of the shares carrying the right to vote at the meeting to be held shall sign one or more counterpart requisitions stating the meeting agenda and requiring the Board to convene a shareholders’ extraordinary general meeting. For such proposal, the Board shall, in accordance with laws, administrative regulations and these Articles of Association, make a written response as to whether or not it agrees to convene an extraordinary general meeting of shareholders, within 10 days upon receipt of such proposal.
If the Board agrees to convene the extraordinary general meeting, a notice of such meeting shall be issued within 5 days after the resolution of the Board is passed. Changes made to the original proposal in the notice shall be approved by the relevant shareholders.	Delete the entire Article

53 -

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
If the Board does not agree to convene the extraordinary general meeting, or fails to give a relevant notice within 10 days after the receipt of the request, the shareholders, individually or jointly, holding 10% or more of the Company's shares may request the Supervisory Committee to convene an extraordinary general meeting of shareholders, and such proposals shall be made to the Supervisory Committee in writing:
If the Supervisory Committee agrees to convene the extraordinary general meeting, a notice of such meeting shall be issued within 5 days after the receipt of the request. Changes made to the original proposal in the notice shall be approved by the relevant shareholder(s):
If the Supervisory Committee fails to give a relevant notice within the designated period, it shall be deemed that the Supervisory Committee fails to convene and preside over the shareholders' general meeting. The shareholder(s) individually or collectively holding 10% or more of the shares of the Company continuously for more than 90 days may convene and preside over the meeting by himself/themselves:
Any reasonable expenses incurred by shareholders' convening and presiding over a meeting by reason of the failure of the Board and the Supervisory Committee to duly convene a meeting as requested above shall be borne by the Company:

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 57 If the Supervisory Committee or shareholders determine to convene a general meeting on their own, they shall give a written notice to the Board and file the same with the stock exchange for record.
The shareholding proportion of the convening shareholders shall not be lower than 10% prior to the announcement of the resolutions of the general meeting.
The convening shareholders shall submit relevant evidence to the stock exchange upon issuance of the notice of general meeting and the announcement of the resolutions of the general meeting.	Article 63 If the Audit Committee or shareholders determine to convene a general meeting on their own, they shall give a written notice to the Board and file the same with the stock exchange for record.
The shareholding proportion of the convening shareholders shall not be lower than 10% prior to the announcement of the resolutions of the general meeting.
The Audit Committee or convening shareholders shall submit relevant evidence to the stock exchange upon issuance of the notice of general meeting and the announcement of the resolutions of the general meeting.
Article 58 The Board and the secretary to the Board shall cooperate with respect to matters relating to a general meeting convened by the Supervisory Committee or the shareholders on their own. The Board shall provide the shareholder registers as of the date of equity registration. If the Board fails to provide the register of members, the convener in possession of the relevant notice or announcement on the convening of the general meeting may apply to the securities registration and clearing institution or agents to obtain such register. The register of members obtained by the convener shall not be used for any purpose other than the convening of the general meeting.	Article 64 The Board and the secretary to the Board shall cooperate with respect to matters relating to a general meeting convened by the Audit Committee or the shareholders on their own. The Board shall provide the shareholder registers as of the date of equity registration. If the Board fails to provide the register of members, the convener in possession of the relevant announcement of the notice convening of the general meeting may apply to the securities registration and clearing institution to obtain such register. The register of members obtained by the convener shall not be used for any purpose other than the convening of the general meeting.
Article 59 If a general meeting is convened by the Supervisory Committee or the shareholders on their own, all necessary expenses arising therefrom shall be borne by the Company.	Article 65 If a general meeting is convened by the Audit Committee or the shareholders on their own, all necessary expenses arising therefrom shall be borne by the Company.

55 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Section 4 Proposals and Notices of the General Meeting	Section 5 Proposals and Notices of the General Meeting
Article 60 When the Company convenes an annual general meeting, a public announcement to notify all shareholders shall be given twenty-one days before the date of the meeting, and when the Company convenes an extraordinary general meeting, a public announcement to notify all shareholders shall be given fifteen days before the date of the meeting.
In determining the commencement date of the period, the Company shall not include the date on which the meeting is held.	Article 66 The convener shall notify all shareholders twenty-one days before the date of the general meeting, and a public announcement to notify all shareholders shall be given fifteen days before the date of the extraordinary general meeting.
In determining the commencement date of the period, the Company shall not include the date on which the meeting is held.
Article 61 Whenever the Company convenes a general meeting, the Board, the Supervisory Committee and shareholder(s) severally or jointly holding 3% or more of the total number of the Company's shares shall have the right to propose motions to the Company.
Shareholder(s) severally or jointly holding 3% or more of the total number of the Company's shares shall have the right to propose an ex tempore motion ten days prior to the general meeting by submitting the same to the convener in writing. The convener shall issue a supplemental notice of general meeting within two days after receiving the proposed motion to announce the contents of the ex tempore motion.	Article 67 Whenever the Company convenes a general meeting, the Board, the Audit Committee and shareholder(s) severally or jointly holding 1% or more of the total number of the Company's shares shall have the right to propose motions to the Company.
Shareholder(s) severally or jointly holding 1% or more of the total number of the Company's shares shall have the right to propose an ex tempore motion ten days prior to the general meeting by submitting the same to the convener in writing. The convener shall issue a supplemental notice of general meeting within two days after receiving the proposed motion to announce the contents of the ex tempore motion and submit it for consideration at the general meeting. However, such ex tempore motion shall not apply if it violates laws, administrative regulations, or the provisions of the Articles of Association, or falls outside the scope of functions and powers of the general meeting.

56 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Save as provided above, the convener shall not amend motions stated in or add new motions to the notice of general meeting after the same has been issued and announced.
No voting or resolution shall be effected or adopted at the general meeting for motions that have not been stated in the notice of general meeting or that do not comply with Article 62 of the Articles of Association.	Save as provided above, the convener shall not amend motions stated in or add new motions to the notice of general meeting after the same has been issued and announced.
No voting or resolution shall be effected or adopted at the general meeting for motions that have not been stated in the notice of general meeting or that do not comply with Article 68 of the Articles of Association.
Article 62 A motion proposed at general meetings shall meet the following conditions:
(1) the substance of the motion proposed shall not be in conflict with the laws, administrative regulations and the requirements set forth in the Articles of Association, and shall fall within the scope of business of the Company and the scope of responsibilities of general meetings;
(2) there is a clear subject matter of discussion and a specific resolution;
(3) the motion shall be submitted or served to the Board in writing.	Article 68 A motion proposed at general meetings shall meet the following conditions:
(1) the substance of the motion proposed shall not be in conflict with the laws, administrative regulations and the requirements set forth in the Articles of Association, and shall fall within the scope of business of the Company and the scope of powers of general meetings;
(2) there is a clear subject matter of discussion and a specific resolution;
(3) the motion shall be submitted or served to the Board in writing.
Article 63 The Company shall, based on the written replies received within the period specified in Article 60 of the Articles of Association, calculate the number of voting shares represented by the shareholders who intend to attend the meeting.	Article 69 The Company shall, based on the written replies received within the period specified in Article 66 of the Articles of Association, calculate the number of voting shares represented by the shareholders who intend to attend the meeting.

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 64 A notice of a general meeting shall meet the following conditions: (1) specifying the place, the date and time of the meeting; (2) stating the issues and motions to be considered at the meeting; (3) specifying the registration date of the shareholders entitled to attend the general meeting; (4) containing a conspicuous statement that a shareholder entitled to attend and vote may appoint one or more proxies to attend and vote on his behalf and such proxy is not necessarily a shareholder; (5) specifying the name and telephone number of the contact person of the meeting: For issues to be discussed requiring the opinions of independent directors, the notice of general meeting or the supplementary notice shall disclose both the opinions and the reasons thereof of the independent directors.

Article 70 A notice of a general meeting includes the following: (1) the place, time and duration of the meeting; (2) the issues and motions to be submitted for consideration at the meeting; (3) the registration date of the shareholders entitled to attend the general meeting; (4) containing a conspicuous statement that all ordinary shareholders (including preferred shareholders whose voting rights have been restored), shareholders holding special voting shares, and other shareholders, are entitled to attend the general meeting and may appoint a proxy in writing to attend the meeting and vote, and such proxy is not necessarily a shareholder of the Company; (5) specifying the name and telephone number of the contact person of the meeting; (6) the times and procedures for voting on the Internet or by other means. All specific contents of all motions shall be fully and completely disclosed in the notice of general meeting and supplementary notice.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Where the Company convenes the general meeting online or by other means, the notice of meeting shall specify the time and procedures of online voting or other means of voting. Online or other means of voting for general meeting shall start no earlier than 3:00 p.m. on the day before the convening of the on-site general meeting and no later than 9:30 a.m. on the day of convening of the on-site general meeting, and shall end no earlier than 3:00 p.m. on the day when the on-site general meeting is concluded.
The interval between the registration date and the date of the meeting shall not be more than 7 working days. No changes shall be made once the registration date is confirmed.	Where the Company convenes the general meeting online or by other means, the notice of meeting shall specify the time and procedures of online voting or other means of voting. Online or other means of voting for general meeting shall start no earlier than 3:00 p.m. on the day before the convening of the on-site general meeting and no later than 9:30 a.m. on the day of convening of the on-site general meeting, and shall end no earlier than 3:00 p.m. on the day when the on-site general meeting is concluded.
The interval between the registration date and the date of the meeting shall not be more than 7 working days. No changes shall be made once the registration date is confirmed.

59 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 65 For a general meeting to deliberate the election of directors or supervisors, the notice of such meeting shall fully disclose the detailed information on the candidates of directors or supervisors, at least in the following aspects:	Article 71 For a general meeting to deliberate the election of directors, the notice of such meeting shall fully disclose the detailed information on the candidates of directors or supervisors, at least in the following aspects:
(1) personal information such as educational background, working experience, and other part time engagements;	(1) personal information such as educational background, working experience, and other part time engagements;
(2) whether such candidate has any affiliation with directors, supervisors, senior management members of the Company, persons exercising de facto control over the Company, and shareholders holding 5% or more of the shares of the Company;	(2) whether such candidate has any affiliation with the Company or the controlling shareholders and persons exercising de facto control over the Company;
(3) circumstances, if any, prohibiting such candidate from serving as a director or supervisor of a listed company;	(3) circumstances, if any, prohibiting such candidate from serving as a director of a listed company;
(4) the number of shares of the Company such candidate holds;	(4) the number of shares of the Company such candidate holds;
(5) whether such candidate has been penalised by the CSRC or any other relevant authorities and the stock exchange;	(5) whether such candidate has been penalised by the CSRC or any other relevant authorities and the stock exchange;
(6) other important matters required to be disclosed by laws, regulations and regulatory rules of the places where the Company's securities are listed and other provisions.	(6) other important matters required to be disclosed by laws, regulations and regulatory rules of the places where the Company's securities are listed and other provisions.
Save and except for directors or supervisors who are elected by way of cumulative voting system, a single proposal shall be put forward for each candidate of directors or supervisors.	Save and except for directors who are elected by way of cumulative voting system, a single proposal shall be put forward for each candidate of directors.

– 60 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 66 Notice of general meeting shall be served on the shareholders (whether or not they are entitled to vote at the meeting), by the means of notice as provided in the Articles of Association or other means as permitted by the stock exchange(s) where the Company's securities are listed.	Article 72 Notice of general meeting shall be served on the shareholders (whether or not they are entitled to vote at the meeting), by the means of notice as provided in the Articles of Association or other means as permitted by the stock exchange(s) where the Company's securities are listed.
Article 67 Upon serving a notice convening a general meeting on the shareholders, the general meeting shall not be postponed or canceled without any justified cause, and the proposals set out in the notice convening the general meeting should not be canceled. Should there be any postponement or cancellation, the convener shall make an announcement at least two working days before the convening of the meeting and explain the reasons thereof.	Article 73 Upon serving a notice convening a general meeting on the shareholders, the general meeting shall not be postponed or canceled without any justified cause, and the proposals set out in the notice convening the general meeting should not be canceled. Should there be any postponement or cancellation, the convener shall make an announcement at least two working days before the convening of the meeting and explain the reasons thereof.
Section 5 Convening of a General Meeting	Section 6 Convening of a General Meeting
Article 68 The Board and other conveners shall take necessary measures to ensure the good order of the general meeting, take measures to deter any act disturbing the meeting, picking quarrels and provoking troubles or infringing the lawful rights and interests of any shareholder, and shall report in a timely manner such act to the relevant department for investigation and penalisation.	Article 74 The Board and other conveners will take necessary measures to ensure the good order of the general meeting, take measures to deter any act disturbing the meeting, picking quarrels and provoking troubles or infringing the lawful rights and interests of any shareholder, and shall report in a timely manner such act to the relevant department for investigation and penalisation.
Article 69 All the shareholders or their proxies recorded in the register of members on the registration date are entitled to attend the general meeting, and shall exercise their voting rights pursuant to the laws, regulations and the Articles of Association. Shareholders may attend the meeting in person, or they may appoint proxies to attend the meeting on their behalf.	Article 75 All the shareholders or their proxies recorded in the register of members on the registration date are entitled to attend the general meeting, and shall exercise their voting rights pursuant to the laws, regulations and the Articles of Association. Shareholders may attend the meeting in person, or they may appoint proxies to attend the meeting on their behalf.

61 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 70 An individual shareholder who attends the general meeting in person shall produce his identification card or other valid credentials or evidence; his stock account card which can prove his identity. Where a proxy is appointed to attend the meeting, the proxy shall produce his own valid identification documents and the instrument for appointing a proxy.
A legal entity shareholder shall attend the meeting by its legal representative or the attorney as appointed by such legal representative. A legal representative who attends the general meeting shall produce his identification card and valid documents which can prove his being qualified as the legal representative. Where an attorney is appointed to attend the meeting, the attorney shall produce his own identification card and the relevant power of attorney executed by such legal representative pursuant to the laws.	Article 76 An individual shareholder who attends the general meeting in person shall produce his identification card or other valid credentials or evidence which can prove his identity. Where a proxy is appointed to attend the meeting, the proxy shall produce his own valid identification documents and the instrument for appointing a proxy.
A legal entity shareholder shall attend the meeting by its legal representative or the attorney as appointed by such legal representative. A legal representative who attends the general meeting shall produce his identification card and valid documents which can prove his being qualified as the legal representative. Where an attorney is appointed to attend the meeting, the attorney shall produce his own identification card and the relevant power of attorney executed by such legal representative pursuant to the laws.

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 71 Proxy forms issued by shareholders appointing other proxies to attend general meetings should include the following information:(1) name of the proxy; (2) whether or not having voting right; (3) instructions on voting for, against or abstention on each of the matters to be considered and specified in the agenda of the general meeting; (4) date of issue of the proxy form and its valid term; (5) signature (or seal) of the appointer. If the appointer is a legal entity shareholder, it should be affixed with the seal of the legal entity.	Article 77 Proxy forms issued by shareholders appointing other proxies to attend general meetings should include the following information:(1) name of the appointer, class and number of the Company's shares held by it; (2) name of the proxy; (3) Specific instructions from shareholders, including instructions on voting for, against or abstention on each of the matters to be considered and specified in the agenda of the general meeting, etc; (4) date of issue of the proxy form and its valid term; (5) signature (or seal) of the appointer. If the appointer is a legal entity shareholder, it should be affixed with the seal of the legal entity.
Article 72 The proxy form should specify whether the proxy is entitled to vote at his own discretion in the absence of specific instruction from the shareholder.	Delete the entire Article
Article 73 The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a legal entity, either under seal or under the hand of a director or attorney duly authorised. Such power of attorney shall contain the number of shares represented by a proxy; if several persons are appointed as proxies, the number of shares represented by each proxy should be specified.	Delete the entire Article

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 74 If an instrument appointing a proxy for voting is signed by an attorney authorised by an appointer, the relevant power of attorney or any other authorization documents shall be notarized. The power of attorney or other authorization documents so notarized together with the instrument appointing a proxy for voting shall be deposited at the domicile of the Company or any other addresses specified in the notice convening the meeting.
If an appointer is a legal entity, its legal representative or any other person authorized by its Board of Directors or by other decision-making authorities may attend a general meeting on behalf of such appointer.	Article 78 If an instrument appointing a proxy for voting is signed by an attorney authorised by an appointer, the relevant power of attorney or any other authorization documents shall be notarized. The power of attorney or other authorization documents so notarized together with the instrument appointing a proxy for voting shall be deposited at the domicile of the Company or any other addresses specified in the notice convening the meeting.
Article 75 The register of attendees of the meeting shall be prepared by the Company. Such register of the meeting shall specify such information as the name, identity card number, residential address of, number of voting shares held or represented by the persons (or units) attending the meeting, and name of the persons (or units) the proxy represent(s).	Article 79 The register of attendees of the meeting shall be prepared by the Company. Such register of the meeting shall specify such information as the name, identity card number, number of voting shares held or represented by the persons (or units) attending the meeting, and name of the persons (or units) the proxy represent(s).
Article 76 In connection with the convening of the general meeting, the convener and the legal counsel retained by the Company shall jointly verify the qualifications of shareholders according to the register of members provided by the securities depository and clearing institution, and shall register the name of the shareholders and the number of their voting shares. Such registration shall be concluded prior to the announcement by the chairman of the general meeting of the number of shareholders and their proxies attending the meeting and the total number of their voting shares.	Article 80 The convener and the legal counsel retained by the Company shall jointly verify the qualifications of shareholders according to the register of members provided by the securities depository and clearing institution, and shall register the name of the shareholders and the number of their voting shares. Such registration shall be concluded prior to the announcement by the chairman of the general meeting of the number of shareholders and their proxies attending the meeting and the total number of their voting shares.

– 64 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
—	Article 81 (Newly added) If the general meeting requires a director or senior manager to attend the meeting, the director or senior manager shall do so and shall answer the shareholders’ inquiries.
Article 77—All directors and supervisors and the board secretary shall attend the general meeting, whereas the general manager, deputy general manager and other senior management members shall be present at the meeting.	Delete the entire Article
Article 78 A general meeting shall be presided over and chaired by the Chairman of the Board. If the Chairman is unable or fails to perform such duties, a director to be elected than one half or more of the directors shall preside over and chair the meeting on behalf of the Chairman; if one half or more of the directors fail to or unable to elect a chairman of the meeting, shareholders so present at the meeting shall elect one director to preside over and chair the meeting.
A general meeting convened by the Supervisory Committee shall be presided over by the chairman of the Supervisory Committee. If the chairman of the Supervisory Committee is unable or fails to perform his duties, a supervisor elected by half or more of the supervisors shall preside over the meeting.
A general meeting convened by the shareholders themselves shall be presided over by a representative nominated by the convening shareholders.
When a general meeting is held and the chairman of the meeting violates the rules of procedures such that the general meeting cannot proceed, a person may be nominated to preside over and proceed with the meeting, subject to the approval of shareholders who attend the meeting and are entitled to more than half of the voting rights.	Article 82 A general meeting shall be presided over by the Chairman of the Board. If the Chairman is unable or fails to perform such duties, a director to be elected than one half of the directors shall preside over the meeting.
A general meeting convened by the Audit Committee shall be presided over by the convener of the Audit Committee. If the convener of the Audit Committee is unable or fails to perform his duties, a member elected by half or more of the members shall preside over the meeting.
A general meeting convened by the shareholders themselves shall be presided over by the convenor or his/her elected representative.
When a general meeting is held and the chairman of the meeting violates the rules of procedures such that the general meeting cannot proceed, a person may be nominated to preside over and proceed with the meeting, subject to the approval of shareholders who attend the meeting and are entitled to more than half of the voting rights.

65 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 79 The Company shall formulate rules of procedures of the general meeting to specify in details the convening and voting procedures of the meeting, including notice, registration, deliberation of proposals, votes, vote counting, announcement of voting results, form of resolutions, minutes and the signatures thereon, announcements, etc., as well as the principles of authorisation to the Board by the general meeting, and the contents of such authorisation shall be expressly specified. The rules of proceedings of the general meeting shall be an appendix to the Articles of Association, and shall be drafted by the Board and approved by the general meeting.	Article 83 The Company shall formulate rules of procedures of the general meeting to specify in details the convening and voting procedures of the meeting, including notice, registration, deliberation of proposals, votes, vote counting, announcement of voting results, form of resolutions, minutes and the signatures thereon, announcements, etc., as well as the principles of authorisation to the Board by the general meeting, and the contents of such authorisation shall be expressly specified. The rules of proceedings of the general meeting shall be an appendix to the Articles of Association, and shall be drafted by the Board and approved by the general meeting.
Article 80 At the annual general meeting, the Board and the Supervisory Committee shall report their respective work of the previous year to the general meeting, and each independent director shall also make his duty report correspondingly.	Article 84 At the annual general meeting, the Board shall report their respective work of the previous year to the general meeting, and each independent director shall also make his duty report correspondingly.
Article 81 Directors, supervisors and senior management members shall give explanation and description to the inquiries and suggestions raised by the shareholders at the general meeting.	Article 85 Directors and senior management members shall give explanation and description to the inquiries and suggestions raised by the shareholders at the general meeting.
Article 82 Chairman of the meeting should announce the number of shareholders and proxies attending the meeting and the total number of voting shares held by them before voting. The number of shareholders and proxies attending the meeting and the total number of voting shares held by them are based on the record of meeting registration.	Article 86 Chairman of the meeting should announce the number of shareholders and proxies attending the meeting and the total number of voting shares held by them before voting. The number of shareholders and proxies attending the meeting and the total number of voting shares held by them are based on the record of meeting registration.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 83 The secretary to the Board shall be responsible for preparing minutes of general meetings, which shall contain:	Article 87 The secretary to the Board shall be responsible for preparing minutes of general meetings, which shall contain:
(1) the time, venue, agendas of the meeting, and the name of the convener;	(1) the time, venue, agendas of the meeting, and the name of the convener;
(2) the names of the chairman of the meeting, the directors, supervisors, general manager, deputy general manager and other senior management members attending or present at the meeting;	(2) the names of the chairman of the meeting, the directors and senior management members present at the meeting;
(3) the number of shareholders and proxies attending the meeting, the total number of their voting shares and their respective proportions to the total number of shares of the Company;	(3) the number of shareholders and proxies attending the meeting, the total number of their voting shares and their respective proportions to the total number of shares of the Company;
(4) the process of deliberation of each proposal, the main points of speeches and the voting results;	(4) the process of deliberation of each proposal, the main points of speeches and the voting results;
(5) the inquiries or suggestions of the shareholders and the corresponding replies or explanations;	(5) the inquiries or suggestions of the shareholders and the corresponding replies or explanations;
(6) the names of legal counsel, vote counters, and scrutineer;	(6) the names of legal counsel, vote counters, and scrutineer;
(7) such other contents which should be contained in the minutes of the meeting as prescribed by the Articles of Association.	(7) such other contents which should be contained in the minutes of the meeting as prescribed by the Articles of Association.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 84 The convener of meeting shall guarantee the truthfulness, accuracy and completeness of the minutes of the meetings. Directors, supervisors, the secretary to the Board, convener or their representatives, chairman of the meeting shall sign on the minutes of the meetings. The minutes of meetings shall be kept together with the valid information such as the attendance register of the attending shareholders and the power of attorney of their proxies, the votes cast by way of internet and by other means shall be kept at the premises of the Company for a period of ten years.	Article 88 The convener of meeting shall guarantee the truthfulness, accuracy and completeness of the minutes of the meetings. Directors, the secretary to the Board, convener or their representatives, chairman of the meeting attending or being present in the meeting shall sign on the minutes of the meetings. The minutes of meetings shall be kept together with the valid information such as the attendance register of the attending shareholders and the power of attorney of their proxies, the votes cast by way of internet and by other means shall be kept at the premises of the Company for a period of ten years.
Article 85 The convener shall ensure that the continuity of the general meeting until the final resolution is formed. Where the general meeting is suspended or no resolution can be made due to force majeure or any other special causes, necessary measures shall be taken to resume as soon as possible or directly terminate the general meeting, and an announcement shall be made in a timely manner. Meanwhile, the convener shall submit a report to the agency of the CSRC or the stock exchange on which the Company's shares are listed.	Article 89 The convener shall ensure that the continuity of the general meeting until the final resolution is formed. Where the general meeting is suspended or no resolution can be made due to force majeure or any other special causes, necessary measures shall be taken to resume as soon as possible or directly terminate the general meeting, and an announcement shall be made in a timely manner. Meanwhile, the convener shall submit a report to the agency of the CSRC or the stock exchange on which the Company's shares are listed.
Section 6 Voting at and Resolutions of a General Meeting	Section 7 Voting at and Resolutions of a General Meeting

68 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 86 Resolutions of general meeting are divided into ordinary resolutions and special resolutions.
To adopt an ordinary resolution at a general meeting, votes representing one-half or more of the voting rights represented by the shareholders (including the proxies) attending the meeting must be exercised in favour of the resolution in order for it to be passed.
To adopt a special resolution at a general meeting, votes representing two thirds or more of the voting rights represented by the shareholders (including the proxies) attending at the meeting must be exercised in favour of the resolution in order for it to be passed.	Article 90 Resolutions of general meeting are divided into ordinary resolutions and special resolutions.
To adopt an ordinary resolution at a general meeting, votes representing a majority of the voting rights represented by the shareholders (including the proxies) attending the meeting must be exercised in favour of the resolution in order for it to be passed.
To adopt a special resolution at a general meeting, votes representing two thirds or more of the voting rights represented by the shareholders (including the proxies) attending at the meeting must be exercised in favour of the resolution in order for it to be passed.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 87 In the case of voting at general meetings, shareholders (including their proxies) may exercise their voting rights in accordance with the number of their voting shares. Each share shall have one vote.
Where material issues affecting the interests of small and medium investors are being considered at the general meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner.
The Company’s shares held by the Company do not have voting rights and are not included in the total number of the voting shares held by the attendees of a general meeting.
If a shareholder’s acquisition of voting shares violates the first and second paragraphs of Article 63 of the Securities Law, the voting rights represented by the portion exceeding the required ratio must not be exercised within 36 months from the acquisition date and these shares are not included in the total number of the voting shares held by the attendees of the general meeting.	Article 91 In the case of voting at general meetings, shareholders (including their proxies) may exercise their voting rights in accordance with the number of their voting shares. Each share shall have one vote.
Where material issues affecting the interests of small and medium investors are being considered at the general meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner.
The Company’s shares held by the Company do not have voting rights and are not included in the total number of the voting shares held by the attendees of a general meeting.
If a shareholder’s acquisition of voting shares violates the first and second paragraphs of Article 63 of the Securities Law, the voting rights represented by the portion exceeding the required ratio must not be exercised within 36 months from the acquisition date and these shares are not included in the total number of the voting shares held by the attendees of the general meeting.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
The review and consideration of the connected transactions or continuing connected transactions at the general meeting shall be subject to laws, administrative regulations and regulatory requirements of the place(s) where the Company’s shares are listed, including the Listing Rules amended from time to time by SEHK. If required by the listing rules of the stock exchange on which the Company’s shares are listed, the shareholders who are connected persons should abstain from voting and the number of voting shares represented by them shall not be taken in the total number of valid voting. The announcement on the resolutions at the general meeting should contain a complete disclosure of the voting details of non-associated shareholders.
The Board, independent directors, shareholders holding 1% or more of the voting shares or investor protection agencies established in accordance with laws, administrative regulations or the provisions of the CSRC may, as the caller, by themselves or entrusting securities company, securities service agency, publicly request the shareholders of the Company to appoint them to attend the general meeting and to exercise the shareholders’ rights such as proposal rights and voting rights on the shareholders of the Company.	The review and consideration of the connected transactions or continuing connected transactions at the general meeting shall be subject to laws, administrative regulations and regulatory requirements of the place(s) where the Company’s shares are listed, including the Listing Rules amended from time to time by SEHK. If required by the listing rules of the stock exchange on which the Company’s shares are listed, the shareholders who are connected persons should abstain from voting and the number of voting shares represented by them shall not be taken in the total number of valid voting. The announcement on the resolutions at the general meeting should contain a complete disclosure of the voting details of non-associated shareholders.
The Board, independent directors, shareholders holding 1% or more of the voting shares or investor protection agencies established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders’ voting rights. The solicitation of shareholders’ voting rights shall fully disclose to the solicited person information such as the specific voting intention. No payment or other form of de facto payment shall be made to the shareholders’ voting rights for such solicitation. Save for the statutory conditions, the Company shall not impose any limitation related to minimum shareholding on the collection of voting rights.

71 -

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
The caller who solicits for rights of Shareholders in accordance with the preceding paragraph shall disclose the soliciting announcement and relevant soliciting documents and the Company shall cooperate. No payment or other form of de facto payment shall be made to the shareholders for such public solicitation. Save for the statutory conditions, the Company shall not impose any limitation related to minimum shareholding on the collection of voting rights. Where the public soliciting of shareholders' rights is in violation of laws, administrative regulations or relevant rules of the CSRC and causes damages to the Company or its shareholders, the caller shall assume liability for compensation in accordance with the laws.
Article 88 The following matters shall be resolved by an ordinary resolution at a general meeting: (1) working reports of the Board and the Supervisory Committee; (2) plans formulated by the Board for distribution of profits and for losses recovery; (3) removal of any members of the Board and members of the Supervisory Committee, and determination of their remuneration and method of payment; (4) annual budget plan and final accounts plan of the Company; (5) annual reports of the Company; (6) such other matters other than those specified by the laws, administrative regulations or the Articles of Association to be resolved by special resolutions.	Article 92 The following matters shall be resolved by an ordinary resolution at a general meeting: (1) working reports of the Board; (2) plans formulated by the Board for distribution of profits and for losses recovery; (3) appointment and removal of any members of the Board, and determination of their remuneration and method of payment; (4) such other matters other than those specified by the laws, administrative regulations or the Articles of Association to be resolved by special resolutions.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 89 The following matters shall be resolved by a special resolution at a general meeting: (1) the increase or decrease in share capital, repurchase of shares of the Company and the issue of shares of any class, warrants and other similar securities of the Company; (2) the division, spin-off, merger, dissolution, liquidation and change of the form of the Company; (3) amendments to the Articles of Association; (4) the plans of the Company to purchase or sell major assets or provides a guarantee, within a year, the amount of which exceeds 30% of the Company's latest audited total assets; (5) share incentive scheme; (6) such other matters stipulated by the laws, administrative regulations or the Articles of Association and those considered by the general meeting by way of an ordinary resolution to have a material impact on the Company and require adoption by a special resolution.	Article 93 The following matters shall be resolved by a special resolution at a general meeting: (1) the increase or decrease in registered capital of the Company; (2) the division, spin-off, merger, dissolution, liquidation and change of the form of the Company; (3) amendments to the Articles of Association; (4) the plans of the Company to purchase or sell major assets or provides a guarantee to others, within a year, the amount of which exceeds 30% of the Company's latest audited total assets; (5) share incentive scheme; (6) such other matters stipulated by the laws, administrative regulations or the Articles of Association and those considered by the general meeting by way of an ordinary resolution to have a material impact on the Company and require adoption by a special resolution.
Article 90 The chairman of the meeting shall be responsible for deciding whether a resolution has been adopted. His decision shall be final and shall be announced at the meeting and recorded in the minutes of meeting.	Delete the entire Article

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 91 The list of candidates for directors and supervisors shall be submitted to shareholders for voting by way of a proposal.

The election of directors or supervisors shall fully reflect the opinions of minority shareholders. When a voting is made on the election of directors or supervisors at a general meeting, the cumulative voting system may be adopted in accordance with the provisions of the Articles of Association or the resolutions of the general meeting. Where a single shareholder and parties acting in concert with him hold equity interests of 30% or more, the cumulative voting system shall be adopted. Where two or more independent directors are elected, the cumulative voting system shall be adopted.

The “cumulative voting system” as mentioned in the preceding paragraph means that each share has the voting right for the number of directors or supervisors to be elected, and the voting right owned by the shareholders may be cumulatively used when the directors or supervisors are elected at the general meeting. The Board shall simultaneously provide shareholders with the bibliographical details and basic information about the candidates for directors and supervisors.

When only one director or supervisor is elected at a general meeting, the cumulative voting system shall not be adopted. | Article 94 The list of candidates for directors shall be submitted to shareholders for voting by way of a proposal.

The election of directors shall fully reflect the opinions of minority shareholders. When a voting is made on the election of directors at a general meeting, the cumulative voting system may be adopted in accordance with the provisions of the Articles of Association or the resolutions of the general meeting. Where a single shareholder and parties acting in concert with him hold equity interests of 30% or more, the cumulative voting system shall be adopted. Where two or more independent directors are elected at the general meeting, the cumulative voting system shall be adopted.

When only one director is elected at a general meeting, the cumulative voting system shall not be adopted. |

74 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 92 The approach and procedures for nomination of candidates for directors and supervisors are as follows:

(1) shareholder(s) severally or jointly holding 3% or more of the total outstanding issued voting shares of the Company may, by way of a written proposal, propose to the general meeting about the candidates for directors and supervisors (not being staff representatives). However, the number of candidates proposed shall comply with the provisions of the Articles of Association, and shall not be more than the number of candidates to be elected. The aforesaid proposal put forward by shareholders to the Company should be served to the Company at least 10 days before the convening of the general meeting.

(2) within the number of head count as specified by the Articles of Association and based on the proposed number of candidates to be elected, the Board and the Supervisory Committee may propose a list of candidates for directors and supervisors, which shall be submitted to the Board and the Supervisory Committee for examination. After the list of candidates for directors and supervisors is determined according to the examination and the adoption of resolutions by the Board and the Supervisory Committee, the list should be proposed at a general meeting by way of a written proposal. | Article 95 The approach and procedures for nomination of candidates for directors are as follows:

(1) shareholder(s) severally or jointly holding 1% or more of the shares of the Company may, by way of a written proposal, propose to the general meeting about the candidates for directors (not being staff representatives). However, the number of candidates proposed shall comply with the provisions of the Articles of Association, and shall not be more than the number of candidates to be elected. The aforesaid proposal put forward by shareholders to the Company should be served to the Company at least 10 days before the convening of the general meeting.

(2) within the number of head count as specified by the Articles of Association and based on the proposed number of candidates to be elected, the Board may propose a list of candidates for directors, which shall be submitted to the Board for examination. After the list of candidates for directors is determined according to the examination and the adoption of resolutions by the Board, the list should be proposed at a general meeting by way of a written proposal.

(3) the nomination of independent directors should be made in accordance with the provisions of the Articles of Association and the Working Rules for Independent Directors. |

75 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
(3) the nomination of independent directors should be made in accordance with the provisions of the Articles of Association and the Working Rules for Independent Directors.	(4) the Board shall provide shareholders with bibliographical details and basic information of the candidates for directors.
4) the Board shall provide shareholders with bibliographical details and basic information of the candidates for directors and supervisors.	(5) at the general meeting, voting for each candidate for a director shall be taken on a one-by-one basis.
(5) at the general meeting, voting for each candidate for a director and a supervisor shall be taken on a one-by-one basis.	(6) in the case of any need of adding or change in any director, the Board shall be responsible for putting forward a proposal to the general meeting for the selection or change of a director.
(6) in the case of any need of adding or change in any director or supervisor, the Board or the Supervisory Committee shall be responsible for putting forward a proposal to the general meeting for the selection or change of a director or a supervisor.
Article 93 Save and except for the accumulative voting system, the general meeting shall vote on all motions item by item, and shall vote on the motions in the order of the time sequence when various proposals are put forward for a single matter. Unless the general meeting is suspended or no resolution can be passed due to force majeure or any other special reasons, the general meeting shall not set aside or cast no vote on the motions.	Article 96 Save and except for the accumulative voting system, the general meeting shall vote on all motions item by item, and shall vote on the motions in the order of the time sequence when various proposals are put forward for a single matter. Unless the general meeting is suspended or no resolution can be passed due to force majeure or any other special reasons, the general meeting shall not set aside or cast no vote on the motions.

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 94—The following matters shall not be implemented or applied for unless they are in compliance with the provisions of the laws; administrative regulations and the Articles of Association, and have been approved at a general meeting of all shareholders and passed by half or more of the public shareholders with voting rights attending the general meeting: (1) any issue of new shares by the Company to the public (including issue of overseas listed foreign invested shares or shares of other natures), issue of convertible bonds, placing of shares to existing shareholders (except in such placing where the controlling shareholders have provided an undertaking to fully subscribe for the shares in cash before the general meeting is convened); (2) major asset restructuring in which the assets will be acquired at a total price with a premium amounting to or exceeding 20% of the audited net book value of such assets; (3) repayment of debts due to the Company by any shareholder with his shares in the Company; (4) overseas listing of any significant subsidiary of the Company; (5) such other relevant issues which may have a material impact on the interests of the public shareholders in the development of the Company.

Delete the entire Article

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Upon servicing notice convening of a general meeting by the Company, such general meeting notice should be published again within three days after the date of shareholding registration. Where the Company makes an announcement on the resolutions of the general meeting, the announcement shall set out the number of the public shareholders voting at the general meeting, the total number of shares they held and its percentage in the total number of shares held by the public shareholders of the Company, as well as disclose the voting result and the shareholdings of the top ten public shareholders taking part in the vote and the results of their votes.
Article 95 When a motion is put forward for discussion at the general meeting, no modification of the motion shall be made, or the relevant change shall be deemed as a new motion which shall not be voted on at the meeting in progress.	Article 97 When a motion is put forward for discussion at the general meeting, no modification of the motion shall be made, and if changed, it shall be deemed as a new motion which shall not be voted on at the meeting in progress.

78 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 97 The voting at the general meeting shall be conducted in the form of open ballot. Before a resolution is voted on at a general meeting, two representatives of the shareholders shall be elected as vote counters and scrutinisers. Any shareholder who is interested in the matter to be considered and the proxies of such shareholder shall not participate in vote counting or scrutinising.
When the shareholders are voting on the motions, lawyers, shareholder representatives and supervisory representatives shall count and scrutinize the votes jointly, and the voting result will be announced forthwith. Voting on the resolutions will be recorded in the minutes of the meeting.
Shareholders or their proxies that vote online or by other means shall have the right to check and inspect their voting results through the relevant voting system.	Article 99 The voting at the general meeting shall be conducted in the form of open ballot. Before a resolution is voted on at a general meeting, two representatives of the shareholders shall be elected as vote counters and scrutinisers. Any shareholder who is related in the matter to be considered and the proxies of such shareholder shall not participate in vote counting or scrutinising.
When the shareholders are voting on the motions, lawyers, shareholder representatives shall count and scrutinize the votes jointly, and the voting result will be announced forthwith. Voting on the resolutions will be recorded in the minutes of the meeting.
Shareholders or their proxies that vote online or by other means shall have the right to check and inspect their voting results through the relevant voting system.
Article 98 The on-site general meeting shall not end earlier than the online means or other means. The chairman of the meeting shall announce the voting and results of each of the motions, and announce whether or not they are approved according to the results.
Before the results are officially announced, all parties involved, those on-site, online or other means, such as the companies, vote counters, vote scrutinisers, substantial shareholders and network service providers are obligated to keep the result confidential.	Article 100 The on-site general meeting shall not end earlier than the online means or other means. The chairman of the meeting shall announce the voting and results of each of the motions, and announce whether or not they are approved according to the results.
Before the results are officially announced, all parties involved, those on-site, online or other means, such as the companies, vote counters, vote scrutinisers, shareholders and network service providers are obligated to keep the result confidential.

79 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 99 Shareholders attending the general meeting should express their opinions on the motion put forward for voting in one of the following options: For, Against, or Abstain.
Votes not filled in, incorrectly filled in, illegible, or not cast shall be deemed to be a waiver of the voter's right to vote, and the voting result of the number of shares held by such voter shall be counted as “Abstain”.	Article 101 Shareholders attending the general meeting should express their opinions on the motion put forward for voting in one of the following options: For, Against, or Abstain.
Votes not filled in, incorrectly filled in, illegible, or not cast shall be deemed to be a waiver of the voter's right to vote, and the voting result of the number of shares held by such voter shall be counted as “Abstain”.
Article 100 If the chairman of the meeting has any doubt as to the result of a resolution put to the vote of the meeting, he may have the votes counted. If the chairman of the meeting fails to have the votes counted, any shareholder who attends in person or by proxy and objects to the result announced by the chairman of the meeting may demand that the votes be counted immediately after the declaration of the result, and the chairman of the meeting shall have the votes counted promptly.	Article 102 If the chairman of the meeting has any doubt as to the result of a resolution put to the vote of the meeting, he may have the votes counted. If the chairman of the meeting fails to have the votes counted, any shareholder who attends in person or by proxy and objects to the result announced by the chairman of the meeting may demand that the votes be counted immediately after the declaration of the voting result, and the chairman of the meeting shall organise the votes counted immediately.
Article 101 Results of the resolution shall be announced timely, and the announcement shall contain the number of shareholders and proxies attending the general meeting, the total number of voting rights and the percentage of the voting rights to the total of voting shares of the Company, means of voting, the voting result for each motion and the details of each of the resolutions so passed.	Article 103 Results of the resolution shall be announced timely, and the announcement shall contain the number of shareholders and proxies attending the general meeting, the total number of voting rights and the percentage of the voting rights to the total of voting shares of the Company, means of voting, the voting result for each motion and the details of each of the resolutions so passed.
Article 102 If a motion is not passed, or if the resolutions of the previous general meeting have been changed by the present general meeting, a special highlight should be made in the announcement of the resolutions of the general meeting.	Article 104 If a motion is not passed, or if the resolutions of the previous general meeting have been changed by the present general meeting, a special highlight should be made in the announcement of the resolutions of the general meeting.

80 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 103 If a proposal relating to the election of directors or supervisors is adopted at a general meeting, the term of office for the newly elected directors or supervisors shall commence at the time of the adoption of the proposal relating to the election at the general meeting.	Article 105 If a proposal relating to the election of directors is adopted at a general meeting, the term of office for the newly elected directors shall commence at the time of the adoption of the proposal relating to the election at the general meeting.
Article 104 When the general meeting has passed motions regarding cash dividend, bonus issue or conversion of capital common reserve into capital, the specific proposals will be implemented within two months after the close of the general meeting.	Article 106 When the general meeting has passed motions regarding cash dividend, bonus issue or conversion of capital common reserve into capital, the specific proposals will be implemented within two months after the close of the general meeting.

81 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
CHAPTER V BOARD OF DIRECTORS	CHAPTER V BOARD OF DIRECTORS
Section 1 Directors	Section 1 Directors
Article 106 Directors shall be elected or changed at the shareholders meeting. The term of office shall be three years from the date of election. Directors may be re-appointed upon election. However, the first session of the Board shall be elected at the inaugural meeting and its term of office shall end at the close of the third annual general meeting. Directors shall retire by rotation.

The Company shall disclose the details of the candidate(s) for director(s) before the general meeting to facilitate the shareholders to have sufficient understanding of the candidate(s). Candidate(s) should make a written commitment before the announcement of the general meeting, agree to accept the nomination, promise that the publicly disclosed materials are true, accurate and complete, and guarantee to effectively perform the duties of directors after being elected.

The Chairman shall be elected and removed by more than one half of all the members of the Board. The term of their office shall be three years, and renewable upon re-election. | Article 108 Directors (except employee directors) shall be elected or changed at the general meeting, and may be removed from office by the general meeting before the expiry of their term of office. The term of office of a director shall be three years, and may be re-appointed upon expiry of the term of office.

The term of office of a director is calculated from the date of assumption of office until the expiry of the term of office of the current Board.

Article 109 The Company shall disclose the details of the candidate(s) for director(s) before the general meeting to facilitate the shareholders to have sufficient understanding of the candidate(s). Candidate(s) should make a written commitment before the announcement of the general meeting, agree to accept the nomination, promise that the publicly disclosed materials are true, accurate and complete, and guarantee to effectively perform the duties of directors after being elected. |

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
The general meeting may, by ordinary resolution, remove any director before the expiration of his term of office (but without prejudice to such director’s right to claim damages based on any contract) on the condition that all the relevant laws and administrative regulations are fully complied with.
Any person appointed by the directors to fill a casual vacancy on or as an addition to the Board shall hold office only until the next annual general meeting of the Company and shall then be eligible for re-election.
The number of senior management members of the controlling shareholder (being the chairman and executive directors) holding concurrent office as the chairman and an executive director of the Company shall not be more than two.
A director is not required to hold shares of the Company.	The general meeting may, by ordinary resolution, remove any director before the expiration of his term of office (but without prejudice to such director’s right to claim damages based on any contract) on the condition that all the relevant laws and administrative regulations are fully complied with.
Any person appointed by the directors to fill a casual vacancy on or as an addition to the Board shall hold office only until the conclusion of first annual general meeting of the Company upon his appointment and shall then be eligible for re-election.
The number of the chairman, executive directors and senior management members of the controlling shareholder holding concurrent office as the chairman and an executive director of the Company shall not be more than two.
A director is not required to hold shares of the Company.
Article 107 A director failing to attend in person and not assigning other directors as a delegate to attend two consecutive board meetings shall be deemed to be unable to perform his duties. The Board shall propose to the general meeting to remove such director.	Article 110 A director failing to attend in person and not assigning other directors as a delegate to attend two consecutive board meetings shall be deemed to be unable to perform his duties. The Board shall propose to the general meeting to remove such director.

83 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 108 A director may resign before the expiration of his term. The resigning director shall submit to the Board a written notice of resignation. The Board shall disclose the relevant information within two days.
If the resignation of any director makes the number of directors constituting the Board fall below the quorum, before a new director is appointed, the resigning director shall perform his duties as a director according to the laws, administrative regulations and the relevant provisions of the Articles of Association.
Save and except for the circumstances specified above, the resignation of a director shall become effective upon notice of resignation is served to the Board.	Article 111 A director may resign before the expiration of his term. The resigning director shall submit to the Company a written notice of resignation, and the resignation shall take effect on the date the Company receives the resignation report. The Company shall disclose the relevant information within two trading days.
If the resignation of any director makes the number of directors constituting the Board fall below the quorum, before a new director is appointed, the resigning director shall perform his duties as a director according to the laws, administrative regulations and the relevant provisions of the Articles of Association.
Article 109 Any director shall, upon effectiveness of his resignation or expiration of his term of office, complete all the transfer process with the Board. His commitment and duty of fiduciary towards the Company and the shareholders shall not be necessarily discharged upon conclusion of his term of office, but shall remain in force within a reasonable period stipulated in the Articles of Association.	Article 112 The Company has established a management system for director resignations, clearly specifying the accountability and compensation measures for unfulfilled public commitments and other outstanding matters. Any director shall, upon effectiveness of his resignation or expiration of his term of office, complete all the transfer process with the Board. His commitment and duty of fiduciary towards the Company and the shareholders shall not be necessarily discharged upon conclusion of his term of office, but shall remain in force for two years after the end of the term of office. The responsibility that a director bears during their term of office due to the performance of his/her duties shall not be waived or terminated upon leaving office.

84 -

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
-	Article 113 (Newly added) The dismissal of a director may be resolved at the general meeting, and shall take effect on the date of such resolution.
If a director is dismissed prior to the expiry of his/her term of office without a valid reason, the director may request the Company to compensate him/her.
Article 111 Where a director violates any laws, administrative regulations, departmental rules or the provisions of the Articles of Association in the course of performing his duties and causes loss to the Company, such executive director shall be liable for compensation.	Article 115 Where a director causes damage to others during the performance of their duties, the Company shall be liable for compensation; where a director acts with willful or material default, they shall also be liable for compensation.
Where a director violates any laws, administrative regulations, departmental rules or the provisions of the Articles of Association in the course of performing his duties and causes loss to the Company, such executive director shall be liable for compensation.
Article 112 The independent directors of the Company shall act in accordance with the laws, administrative regulations, the requirements of the CSRC and the stock exchanges, as well as the Articles of Association and the Working Rules for Independent Directors of the Company.
At least one third of the members of the Board shall be independent directors. The Company shall make up for the required number of independent directors in accordance with regulations if any independent director does not satisfy the requirements of independence or such director cannot perform his duties and functions as an independent director, resulting in insufficient number of independent directors as required by the Articles of Association. The Company shall have at least one independent director with a habitual residence in Hong Kong.	Delete the entire Article (relevant content is adjusted to Article 134)

85 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Section 2 Board of Directors	Section 2 Board of Directors
Article 113 The Company shall establish the Board, which shall be accountable to and report to the general meeting. The Board shall consist of nine directors, three of which are independent directors. The Board shall have one chairman. Independent directors shall include at least one accounting professional (an accounting professional is a person with a senior professional capacity or a certified public accountant qualification).	Article 116 The Company shall establish the Board, which shall be accountable to and report to the general meeting. The Board shall consist of nine directors, three of which are independent directors, and one of which is employee director. The Board shall have one chairman, who shall be elected by the Board with more than half of all the directors for a term of three years and may be re-elected.
Independent directors shall include at least one accounting professional (an accounting professional is a person with a senior professional capacity or a certified public accountant qualification). Employee representatives on the Board shall be democratically elected by the employees of the Company through the Employee Representative Meeting, Employee Meeting or other forms, and need not be submitted to the general meeting for consideration.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 114 The Board shall be responsible to the general meeting and shall exercise the following functions and powers: (1) to be responsible for the convening of the general meeting and to report on its work to the general meeting; (2) to implement the resolutions of the general meeting; (3) to decide on the Company's business plans and investment plans; (4) to formulate the Company's annual preliminary and financial budgets; (5) to formulate the Company's profit distribution plan and plan for making up losses; (6) to formulate proposals for increase or decrease in the registered capital and the issue of bonds of the Company; (7) to draw up plans for the material acquisitions, share repurchases, merger, division, dissolution or change the form of the Company; (8) to decide on matters relating to the Company's external investments, assets acquisitions and disposals, assets pledges, entrusted financial management and connected transactions within the authorisation of the general meeting;

Article 117 The Board shall exercise the following functions and powers: (1) to be responsible for the convening of the general meeting and to report on its work to the general meeting; (2) to implement the resolutions of the general meeting; (3) to decide on the Company's business plans and investment plans; (4) to formulate the Company's profit distribution plan and plan for making up losses; (5) to formulate proposals for increase or decrease in the registered capital, the issue of bonds or other securities and listing of the Company; (6) to draw up plans for the material acquisitions, share repurchases of the Company, merger, division, dissolution and change the form of the Company; (7) to decide on matters relating to the Company's external investments, assets acquisitions and disposals, assets pledges, external guarantees, entrusted financial management, connected transactions and external donations within the authorisation of the general meeting; (8) to decide on the establishment of the Company's internal management structure;

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
(9) to decide on the establishment of the Company's internal management structure;	(9) to decide on the appointment or dismissal of the Company's general manager, the Secretary to the Board and other senior management of the Company and determine their remunerations as well as punishments, and pursuant to the general manager's nominations to decide on the appointment or dismissal of the deputy general manager, financial controller and other senior management of the Company and determine their remunerations as well as punishments;
(10) to appoint or dismiss the Company's general manager, and pursuant to the general manager's nominations to appoint or dismiss the deputy general manager and other senior management of the Company and determine their remunerations; ;
(11) to establish the Company's basic management system, including the work plan for the selection and appointment of the members of the management, assessment measures of the business performance of the members of the management, and the remuneration management measures for the members of the management; to formulate management measures for the total wages amount of employees; to formulate management systems for guarantees, liabilities, public donation and charity services, etc.;	(10) to establish the Company's basic management system, including the work plan for the selection and appointment of the members of the management, assessment measures of the business performance of the members of the management, and the remuneration management measures for the members of the management; to formulate management measures for the total wages amount of employees; to formulate management systems for guarantees, liabilities, public donation and charity services, etc.;
(12) to formulate proposals for amendments to the Articles of Association;	(11) to formulate proposals for amendments to the Articles of Association;
(13) to determine the Company's wages and salaries, fringe benefits and incentive scheme subject to and conditional upon relevant national provisions;	(12) to determine the Company's wages and salaries, fringe benefits and incentive scheme subject to and conditional upon relevant national provisions;
(14) to make decisions on other material businesses and administrative matters of the Company, which are not required by the Articles of Association to be determined by the general meeting;	(13) to make decisions on other material businesses and administrative matters of the Company, which are not required by the Articles of Association to be determined by the general meeting;
	(14) to formulate proposals for material acquisitions or disposals;

– 88 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
(15) to formulate proposals for material acquisitions or disposals; ;	(15) to manage the information disclosure issues of the Company;
(16) to manage the information disclosure issues of the Company;	(16) to propose to the general meeting for the engagement or change of public accounting firms for the audit work of the Company;
(17) to propose to the general meeting for the engagement or change of public accounting firms for the audit work of the Company;	(17) to receive the work report and to check the work of the general manager of the Company;
(18) to receive the work report and to check the work of the general manager of the Company;	(18) to promote the construction of the rule of law in the Company; to decide the compliance management objective of the Company to improve its compliance cultural construction and to urge the Company to address problems in the compliance management;
(19) to promote the construction of the rule of law in the Company; to decide the compliance management objective of the Company to improve its compliance cultural construction and to urge the Company to address problems in the compliance management;	(19) such other powers conferred by the laws, administrative regulations, departmental rules, general meeting or the Articles of Association.
(20) such other powers conferred by the laws, administrative regulations, departmental rules, shareholder's general meeting or the Articles of Association.	Matters beyond the scope of authorization by the general meeting should be submitted to the general meeting for consideration.
Matters beyond the scope of authorization by the general meeting should be submitted to the general meeting for consideration.
Article 115 The Board shall explain to the general meeting regarding the non-standard auditors' opinion given by the certified public accountants in relation to the financial report of the Company.	Article 118 The Board shall explain to the general meeting regarding the non-standard auditors' opinion given by the certified public accountants in relation to the financial report of the Company.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 116 The Board shall formulate the rules of procedures of board meetings to ensure the implementation by the Board of the resolutions of the general meeting, the enhancement of work efficiency, and the guarantee of scientific decision making. The procedural rules for business discussion of the Board provides for the convening and voting procedures for meetings of the Board, as an appendix of the Company's Articles of Association, which shall be prepared by the Board and shall be subject to approval of the general meeting.	Article 119 The Board shall formulate the rules of procedures of board meetings to ensure the implementation by the Board of the resolutions of the general meeting, the enhancement of work efficiency, and the guarantee of scientific decision making. The procedural rules for business discussion of the Board provides for the convening and voting procedures for meetings of the Board, as an appendix of the Company's Articles of Association, which shall be prepared by the Board and shall be subject to approval of the general meeting.
Article 117 The Board shall have the authority to decide on transactions, other than those which shall be subject to approval by shareholders as required by Article 88 and Article 89, which include but are not limited to, external investments, assets acquisition and disposals, asset pledges, guarantee to third parties, entrusted financial management and connected transactions, etc. The Company should establish stringent examination and decision-making procedures, organize specialists and professional teams to assess and examine material investment projects, and such investment projects shall be submitted to the general meeting for approval.	Article 120 The Board shall have the authority to decide on transactions, other than those which shall be subject to approval at the general meeting as required by Article 92 and Article 93, which include but are not limited to, external investments, assets acquisition and disposals, asset pledges, guarantee to third parties, entrusted financial management, connected transactions and external donations and other authorities. The Company should establish stringent examination and decision-making procedures, organize specialists and professional teams to assess and examine material investment projects, and such investment projects shall be submitted to the general meeting for approval.

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 118 The Chairman of the Board shall exercise the following functions and powers: (1) to preside over the general meeting, and to convene and preside over the meetings of the Board; (2) to supervise and check the implementation of board resolutions; (3) to exercise other powers granted by the Board. If the Chairman is unable or fails to perform his duties, a director elected by one-half or more of the directors shall perform such duties.	Article 121 The Chairman of the Board shall exercise the following functions and powers: (1) to preside over the general meeting, and to convene and preside over the meetings of the Board; (2) to supervise and check the implementation of board resolutions; (3) to exercise other powers granted by the Board. If the Chairman is unable or fails to perform his duties, a director elected by a majority of the directors shall perform such duties.
Article 119 The Board shall establish the Strategic Development Committee, the Nomination and Remuneration Committee, the Audit Committee, the Financial Management Committee and other special committees. The special committees are accountable to the Board of Directors and perform their duties in accordance with the Articles of Association and the authorization by the Board of Directors; the proposals of the special committees should be submitted to the Board of Directors for consideration and determination. The special committees are composed of directors. The members of the Audit Committee should be directors who do not concurrently serve as the senior management of the Company and the convener of the Audit Committee should be an independent director who has accounting expertise. Independent directors should be the majority of the composition and act as the convenors of the Audit Committee and the Nomination and Remuneration Committee. The Board of Directors is responsible for developing working regulations for the special committees to standardize their operations.	Delete the entire Article (relevant content is adjusted to Article 136)

– 91 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 120 Board meetings shall be held at least four times every year and shall be convened by the Chairman of the Board by serving a notice on all the directors and supervisors no later than fourteen days prior to the convening date of the meeting.
An extraordinary board meeting shall be convened by the Board upon occurrence of any of the following circumstances:
(1) it is proposed by shareholders representing one tenth or more of the voting rights;
(2) it is proposed by one third or more of the directors;
(3) it is proposed by the Supervisory Committee;
(4) it is considered necessary by the Chairman of the Board;
(5) it is proposed by more than half of the independent directors;
(6) it is proposed by the general manager;
(7) it is requested to be convened by the securities regulatory authorities;
(8) such other situations prescribed by the Articles of Association.	Article 122 Board meetings shall be held at least four times every year and shall be convened by the Chairman of the Board.
An extraordinary board meeting shall be convened by the Board upon occurrence of any of the following circumstances:
(1) it is proposed by shareholders representing one tenth or more of the voting rights;
(2) it is proposed by one third or more of the directors;
(3) it is proposed by the Audit Committee;
(4) it is considered necessary by the Chairman of the Board;
(5) it is proposed by more than half of the independent directors;
(6) it is proposed by the general manager;
(7) it is requested to be convened by the securities regulatory authorities;
(8) such other situations prescribed by the Articles of Association.

92 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
The Chairman of the Board shall convene and preside over a board meeting within ten days after receiving such proposal. If the Chairman is unable or fails to perform his duties, a director elected by one-half or more of the directors shall convene and preside over the meeting. The reasonable costs incurred by the directors for attending board meetings shall be borne by the Company. Such costs include traveling expenses incurred by the directors for traveling from his place to the meeting venue (if a director's place is different from the meeting venue), food and board expenses during the meeting period, rental for the meeting venue and transport expenses for traveling to the meeting venue.	The Chairman of the Board shall convene and preside over a board meeting within ten days after receiving such proposal. If the Chairman is unable or fails to perform his duties, a director elected by a majority of the directors shall convene and preside over the meeting. The reasonable costs incurred by the directors for attending board meetings shall be borne by the Company. Such costs include traveling expenses incurred by the directors for traveling from his place to the meeting venue (if a director's place is different from the meeting venue), food and board expenses during the meeting period, rental for the meeting venue and transport expenses for traveling to the meeting venue.
Article 121 The time and place of a meeting of the Board may be prescribed in advance, and recorded in the minutes, which are distributed to all directors at least 10 days prior to the convening of the next board meeting. No further notice shall be required to be served to the directors in respect of the convening of the meeting.
In connection with the convening of a regular meeting and an extraordinary meeting of the Board, a notice shall be served 14 days and 5 days, respectively, prior to the holding of the meeting. Notice of a meeting may be submitted to all the directors and supervisors as well as the general manager and the board secretary by direct delivery, e-mail, telegram, telex, fax, express courier, registered mail or by other means.	Article 123 The time and place of a meeting of the Board may be prescribed in advance, and recorded in the minutes, which are distributed to all directors at least 10 days prior to the convening of the next board meeting. No further notice shall be required to be served to the directors in respect of the convening of the meeting.
In connection with the convening of a regular meeting and an extraordinary meeting of the Board, a notice shall be served 14 days and 5 days, respectively, prior to the holding of the meeting. Notice of a meeting may be submitted to all the directors as well as the general manager and the board secretary by personal delivery, e-mail, telegram, telex, fax, express courier, registered mail, announcement or by other means.

93 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Notice shall be in Chinese language, with an English version attached if necessary. Notice should include an agenda. Any director can renounce his right to be issued a notice of the board meeting or to receive a meeting notice within the above time limit. In an urgent situation when an extraordinary board meeting has to be convened with short notice as soon as practicable, the notice of the meeting may be served at any time by telephone or other verbal means, but the convener should provide reasons thereof in the meeting.	Notice shall be in Chinese language, with an English version attached if necessary. Notice should include an agenda. Any director can renounce his right to be issued a notice of the board meeting or to receive a meeting notice within the above time limit. In an urgent situation when an extraordinary board meeting has to be convened with short notice as soon as practicable, the notice of the meeting may be served at any time by telephone or other verbal means, but the convener should provide reasons thereof in the meeting.
Directors who have attended the meeting will be deemed to have been issued a notice of board meeting if he did not raise any issues of not having received such notice before or during the board meeting.	Directors who have attended the meeting will be deemed to have been issued a notice of board meeting if he did not raise any issues of not having received such notice before or during the board meeting.
A regular or extraordinary board meeting may be convened by means of telephone conference or other similar communications equipment through which directors participating in the meeting can communicate with each other simultaneously and instantaneously and such participation shall constitute attendance at a meeting in person.	A regular or extraordinary board meeting may be convened by means of telephone conference or other similar communications equipment through which directors participating in the meeting can communicate with each other simultaneously and instantaneously and such participation shall constitute attendance at a meeting in person.

94 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 123 Except for the situations stipulated by Article 126 hereof, the board meetings shall be held only if more than half of the directors are present.
A show of hands is adopted for voting at any Board meetings, where each Director shall have one vote. Save for the exceptional circumstances set out in Article 126, a simple majority of the votes of all Directors is required for passing of a Board resolution.
Where the number of votes cast for and against a resolution is equal, the Chairman of the Board shall have a casting vote.
In the case of any contradiction in terms of contents and meanings amongst different resolutions, the resolution made at the latest time shall prevail.	Article 125 Except for the situations stipulated by Article 128 hereof, the board meetings shall be held only if more than half of the directors are present.
The Board convenes meetings on the principle of on-site convening. If necessary, it may also be convened by video or telephone voting with the consent of the convenor (chairman) and proposer, provided that the full expression of opinions by the directors is guaranteed.
Voting on resolutions of the Board meetings shall be conducted on a one-person-one-vote basis. Save for the exceptional circumstances set out in Article 128, a simple majority of the votes of all Directors is required for passing of a Board resolution.
In the case of any contradiction in terms of contents and meanings amongst different resolutions, the resolution made at the latest time shall prevail.

95 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 124 Directors shall attend any board meeting in person. Where a director is unable to attend for some reasons, he may authorise in writing another director to attend the board meeting in his stead. The instrument of proxy shall specify the scope of authorization.
The director attending the meeting for another director shall exercise the rights of the latter director within the scope of authorisation. Any director who is unable to attend a particular board meeting and has not authorised a proxy to attend in his stead shall be deemed as a waiver of the right to vote at that meeting.	Article 126 Directors shall attend any board meeting in person. Where a director is unable to attend for some reasons, he may authorise in writing another director to attend the Board meeting in his stead. The instrument of proxy shall specify the name of the agent, the matters to be represented, the scope of authorization and the validity period, and shall be signed or sealed by the principal.
The director attending the meeting for another director shall exercise the rights of the latter director within the scope of authorisation. Any director who is unable to attend a Board meeting and has not authorised a proxy to attend in his stead is deemed as a waiver of the right to vote at that meeting.
Article 125 A director shall vote for, against or abstain from a voting. Attending directors shall choose one among the above intentions. Shall a director make no choice, or two or more of the intentions, the chairman of the meeting shall require such director to choose again. Shall a director refuse to choose, he shall be deemed abstained. If a director leaves the meeting venue without returning and making a choice, he shall be deemed abstained.	Article 127 A director shall vote for, against or abstain from a voting. Attending directors shall choose one among the above intentions. Shall a director make no choice, or two or more of the intentions, the chairman of the meeting shall require such director to choose again. Shall a director refuse to choose, he shall be deemed abstained. If a director leaves the meeting venue without returning and making a choice, he shall be deemed abstained.

96 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 126 Under any of the following circumstances, directors shall abstain from voting on the related resolutions: (1) as required by the listing rules of the stock exchange on which the Company's shares are listed; (2) as considered necessary by the director himself; (3) such other circumstances as required by the Articles of Association of the Company, where connected relationships exist between the directors and the enterprises involved in the proposals of the meeting. Where directors have abstained from voting, the related board meetings shall be attended by more than half of the unaffiliated directors, and the related resolutions shall be adopted by more than half of the unaffiliated directors. If the unaffiliated directors attending the meeting is less than three in number, such matter shall be submitted for review to a general meeting. The Board should, when making resolutions on connected transactions or continuing connected transactions, seek opinions of the independent directors.

Article 128 Under any of the following circumstances, directors shall abstain from voting on the related resolutions: (1) as required by the listing rules of the stock exchange on which the Company's shares are listed; (2) as considered necessary by the director himself; (3) such other circumstances as required by the Articles of Association of the Company, where connected relationships exist between the directors and the enterprises involved in the proposals of the meeting. If a director has a relationship with an enterprise or individual involved in a matter resolved at a Board meeting, such director shall promptly report in writing to the Board. Where directors have abstained from voting, such Board meetings shall be attended by more than half of the unaffiliated directors, and the related resolutions shall be adopted by more than half of the unaffiliated directors. If the unaffiliated directors attending the Board meeting is less than three in number, such matter shall be submitted for review to a general meeting. The Board should, when making resolutions on connected transactions or continuing connected transactions, seek opinions of the independent directors.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 128 The Board shall keep minutes of its decisions on the matters considered. Directors attending the meeting and the person taking the minutes shall sign the minutes of the meeting. Directors shall be responsible for the resolutions of the board meetings. Where a resolution of the board meetings violates the laws, administrative regulations or the Articles of Association or resolutions of the general meeting and causes serious losses to the Company, the directors who took part in such a resolution shall be liable to compensate the Company. However, if a director can prove that he had expressed his opposition to such resolution when it was put to the vote, and such opposition is recorded in the minutes of the meeting, the director may be relieved of such liability.

The opinions expressed by the independent directors should be stated in the resolutions of the Board. | Article 130 The Board shall keep minutes of its decisions on the matters considered. Directors attending the meeting and the person taking the minutes shall sign the minutes of the meeting. Directors shall be responsible for the resolutions of the board meetings. Where a resolution of the board meetings violates the laws, administrative regulations or the Articles of Association or resolutions of the general meeting and causes serious losses to the Company, the directors who took part in such a resolution shall be liable to compensate the Company. However, if a director can prove that he had expressed his opposition to such resolution when it was put to the vote, and such opposition is recorded in the minutes of the meeting, the director may be relieved of such liability.

The opinions expressed by the independent directors should be stated in the resolutions of the Board. |

98 -

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 129 The minutes shall contain the following information: (1) the session of the meeting, time, venue and form of the meeting; (2) the particulars of issuing the notice of the meeting; (3) the names of the convener and the chairman of the meeting; (4) the directors attending in person or by proxy; (5) the proposals reviewed in the meeting, the main points of speeches and major opinions by each director; (6) the voting result of each proposal (specifying numbers of affirmative, opposing and abstention votes); (7) such other matters to be recorded as the directors attending the meeting consider appropriate.	Article 131 The minutes of the Board meeting shall contain the following information: (1) the date, venue and name of the convener of the meeting; (2) the names of the attending directors and the names of the directors (proxies) attending the Board meeting on behalf of others; (3) the agenda of the meeting; (4) the main points of speeches by directors; (5) the voting method and result of each resolution (the voting result shall indicate the affirmative, opposing or abstention votes).
——	Section 3 Independent Directors (Newly Added)

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Adjustment of the contents of the original Article 112 to this Article	Article 134 (Newly added) The independent directors of the Company shall conscientiously perform their duties in accordance with the laws, administrative regulations, the requirements of the CSRC and the stock exchanges, as well as the Articles of Association and the Working Rules for Independent Directors of the Company, and play the roles of participating in decision-making, supervising, checking and balancing, and professional consulting on the Board, safeguarding the interests of the Company as a whole, and protecting the lawful interests of the small and medium shareholders.
At least one third of the members of the Board shall be independent directors. The Company shall make up for the required number of independent directors in accordance with regulations if any independent director does not satisfy the requirements of independence or such director cannot perform his duties and functions as an independent director, resulting in insufficient number of independent directors as required by the Articles of Association. The Company shall have at least one independent director with a habitual residence in Hong Kong.
—	Section 4 Special Committees (Newly Added)
—	Article 135 (Newly added) The Board of the Company shall establish the Audit Committee to exercise the powers and functions of the Supervisory Committee as stipulated in the Company Law.

100 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Adjustment of the contents of the original Article 119 to this Article	Article 136 (Newly added) The Board shall establish four specialised committees, namely the Strategic Development Committee, the Nomination and Remuneration Committee, the Audit Committee and the Financial Management Committee. The special committees are accountable to the Board of Directors and perform their duties in accordance with the Articles of Association and the authorization by the Board of Directors; the proposals of the special committees should be submitted to the Board of Directors for consideration and determination.
The special committees are composed of directors. The members of the Audit Committee should be directors who do not concurrently serve as the senior management of the Company and the convener of the Audit Committee should be an independent director who has accounting expertise.
The Board of Directors is responsible for developing working regulations for the special committees to standardize their operations.
CHAPTER VI SECRETARY TO THE BOARD OF THE COMPANY	CHAPTER VI SECRETARY TO THE BOARD

101 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 133 The secretary to the Board of the Company shall be a natural person who has the requisite professional knowledge and experience, and shall be appointed by the Board. The primary duties of the secretary to the Board are:	Article 138 The secretary to the Board of the Company shall be a natural person who has the requisite professional knowledge and experience, and shall be appointed by the Board. The primary duties of the secretary to the Board are:
(1) to be responsible for the communication and liaison between the Company and the related parties and the stock exchange and other securities regulatory authorities, and to ensure that the Company prepares and submits the required reports and documents to the competent authorities in accordance with the law;	(1) to be responsible for the communication and liaison between the Company and the related parties and the stock exchange and other securities regulatory authorities, and to ensure that the Company prepares and submits the required reports and documents to the competent authorities in accordance with the law;
(2) to be responsible for dealing with the disclosure of corporate information affairs, supervise the Company in formulating and implementing the management systems of information disclosure and the internal reporting system of material information in order to encourage and help the Company and the related parties to fulfill their information disclosure obligations according to the laws, and handle disclosure of the periodic reports and the interim reports to the stock exchange in accordance with the relevant provisions;	(2) to be responsible for dealing with the disclosure of corporate information affairs, supervise the Company in formulating and implementing the management systems of information disclosure and the internal reporting system of material information in order to encourage and help the Company and the related parties to fulfill their information disclosure obligations according to the laws, and handle disclosure of the periodic reports and the interim reports to the stock exchange in accordance with the relevant provisions;
(3) to coordinate the relationship between the Company and its investors, to play host to investors' visits, to answer investors' enquiries, and to provide investors with the information disclosed by the Company;	(3) to coordinate the relationship between the Company and its investors, to play host to investors' visits, to answer investors' enquiries, and to provide investors with the information disclosed by the Company;

– 102 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
(4) to prepare a general meeting and a board meeting in accordance with the legal procedures, and to prepare and submit the documents and information for the relevant meetings;	(4) to prepare a general meeting and a board meeting in accordance with the legal procedures, and to prepare and submit the documents and information for the relevant meetings;
(5) to participate in board meetings and produce minutes of meeting and sign;	(5) to participate in board meetings and produce minutes of meeting and sign;
(6) to be responsible for the confidentiality of the corporate information disclosure, to draw up confidentiality measures, to procure the directors, supervisors, general manager, deputy general manager and other senior management members and the informed associated personnel to keep information in confidentiality prior to its disclosure, and to take timely remedial measures upon divulging of insider information and report accordingly to the stock exchange;	(6) to be responsible for the confidentiality of the corporate information disclosure, to draw up confidentiality measures, to procure the directors and senior management members and the informed associated personnel to keep information in confidentiality prior to its disclosure, and to take timely remedial measures upon divulging of insider information and report accordingly to the stock exchange;
(7) to be responsible for keeping the Company's register of members, roster of directors, as well as the information about the holding of shares of Company by the major shareholders, directors; supervisors, general manager, deputy general manager and other senior management members, and the documents and minutes of general meetings and board meetings and so on, to assure the Company of a complete organization of documents and records for ensuring that the relevant records and documents of the Company shall be obtained in a timely manner by those with the right of access to such relevant records and documents;	(7) to be responsible for keeping the Company's register of members, roster of directors, as well as the information about the holding of shares of Company by the major shareholders, directors and senior management members, and the documents and minutes of general meetings and board meetings and so on, to assure the Company of a complete organization of documents and records for ensuring that the relevant records and documents of the Company shall be obtained in a timely manner by those with the right of access to such relevant records and documents;

– 103 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
(8) to assist the directors, supervisors, general manager, deputy general manager and other senior management members to understand the contents relating to their legal responsibilities in information disclosure related laws, regulations, rules, listing rules and other regulations of stock exchange, the Articles of Association, as well as listing agreement;	(8) to assist the directors and senior management members to understand the contents relating to their legal responsibilities in information disclosure related laws, regulations, rules, listing rules and other regulations of stock exchange, the Articles of Association, as well as listing agreement;
(9) to procure the Board to exercise their powers in pursuance of the laws; to remind the attending directors in case of any violation of the laws, rules, regulations, the Listing Rules of the stock exchange and other provisions or the Articles of Association by a board resolution intended to be made at a meeting of the Board; and seek expression of views from the attending supervisors in this respect; if the aforesaid resolution is insisted by the Board, the secretary to the Board should record the views of supervisors and individuals in the minutes, and report to the stock exchange at the same time;	(9) to procure the Board to exercise their powers in pursuance of the laws; to remind the attending directors in case of any violation of the laws, rules, regulations, the Listing Rules of the stock exchange and other provisions or the Articles of Association by a board resolution intended to be made at a meeting of the Board; if the aforesaid resolution is insisted by the Board, the secretary to the Board should record the views in the minutes, and report to the stock exchange at the same time;
(10) to discharge such other duties as provided by the applicable laws, administrative regulations, departmental rules, the listing rules of the stock exchange on which the Company's shares are listed, other provisions and the Articles of Association.	(10) to discharge such other duties as provided by the applicable laws, administrative regulations, departmental rules, the listing rules of the stock exchange on which the Company's shares are listed, other provisions and the Articles of Association.
CHAPTER VII GENERAL MANAGER, DEPUTY GENERAL MANAGER AND OTHER SENIOR MANAGEMENT MEMBERS OF THE COMPANY	CHAPTER VII SENIOR MANAGEMENT MEMBERS

– 104 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 135 The Company has one general manager and a certain number of deputy general managers. They all shall be appointed or dismissed by the Board. The deputy general manager shall assist the general manager in his work, and shall be accountable to the general manager. When the general manager is away from office or unable to perform his duties, such duties shall be performed by the deputy general manager(s). The Board may decide upon whether a member of the Board shall concurrently act as the general manager.

A board member may assume the concurrent office of a general manager, deputy general manager and other senior management members as determined by the Board of the Company, but the number of directors holding the concurrent office of a general manager, deputy general manager and other senior management members shall not exceed one half of the total number of directors of the Company.

The senior management members of the Company comprise the general manager, deputy general managers, chief financial officer, chief safety officer, secretary to the Board of Directors, joint company secretaries, general legal counsel, and chief compliance officer.

Each general manager, deputy general manager and other senior management members shall have each term of office of three years which shall be renewable upon re-election. | Article 140 The Company has one general manager and a certain number of deputy general managers. They all shall be appointed or dismissed by the decision of the Board. The deputy general manager shall assist the general manager in his work, and shall be accountable to the general manager. When the general manager is away from office or unable to perform his duties, such duties shall be performed by the deputy general manager(s).

A board member may assume the concurrent office of a member of the senior management as determined by the Board of the Company, but the number of directors holding the concurrent office of senior management members shall not exceed one half of the total number of directors of the Company.

Each of the senior management members shall have each term of office of three years which shall be renewable upon re-election.

The provisions of the Company's Articles of Association on the management system for the resignation of directors also apply to senior management members. |

105 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 137 The general manager shall be accountable to the Board and exercise the following functions and powers: (1) to be in charge of the Company's production, operation and management and to organise the implementation of the resolutions of the Board, and report the work to the Board; (2) to organise the implementation of the Company's annual business plans and investment plans; (3) to draft plans for the establishment of the Company's internal management structure; (4) to draft plans for the Company's basic management system; (5) to formulate basic rules and regulations for the Company; (6) to propose the appointment or dismissal of the Company's deputy general manager(s), chief financial officer, chief safety officer, general legal counsel and chief compliance officer; (7) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board; (8) to be responsible for the construction of legal and compliance management system of the Company; (9) such other powers conferred by the Articles of Association and the Board.

Article 142 The general manager shall be accountable to the Board and exercise the following functions and powers: (1) to be in charge of the Company's production, operation and management and to organise the implementation of the resolutions of the Board, and report the work to the Board; (2) to organise the implementation of the Company's annual business plans and investment plans; (3) to draft plans for the establishment of the Company's internal management structure; (4) to draft plans for the Company's basic management system; (5) to formulate basic rules and regulations for the Company; (6) to propose the appointment or dismissal of the Company's deputy general manager(s), chief financial officer, chief safety officer, general legal counsel and chief compliance officer by the Board; (7) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board; (8) to be responsible for the construction of legal and compliance management system of the Company; (9) such other powers conferred by the Articles of Association and the Board.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 140 The rules of working procedures of the general manager contain the following information:(1) requirements for the convening of, the procedures for, and the persons attending the general manager meeting;(2) respective duties and responsibilities and division of work of general manager and other senior management members;(3) scope of power of using the funds and assets of the Company and entering into material contracts, and the system of reporting to the Board and the Supervisory Committee;(4) such other matters deemed necessary by the Board.	Article 145 The rules of working procedures of the general manager contain the following information:(1) requirements for the convening of, the procedures for, and the persons attending the general manager meeting;(2) respective duties and responsibilities and division of work of general manager and other senior management members;(3) scope of power of using the funds and assets of the Company and entering into material contracts, and the system of reporting to the Board;(4) such other matters deemed necessary by the Board.
Article 141 Each general manager and deputy general manager shall not, in exercising his functions and powers, change the resolutions of a general meeting and board meeting or act beyond the scope of his authorities.	Article 146 Each general manager and deputy general manager shall not, in exercising his functions and powers, change the resolutions of a general meeting and board meeting or act beyond the scope of his authorities.
Article 142 Each general manager, deputy general manager and other senior management members may tender his resignation before expiration of their terms of his office. The specific procedures and measures of resignation of the general manager, deputy general manager and other senior management members shall be subject to related labour contract between the general manager, deputy general manager and other senior management members and the Company.	Article 147 Each senior management members may tender his resignation before expiration of their terms of his office. The specific procedures and measures of resignation of the senior management members shall be subject to related labour contract between the senior management members and the Company.

– 107 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 143 The senior management members of the Company, in exercising their functions and powers, shall act honestly and diligently and safeguard the best interests of the Company and all shareholders in accordance with the laws, administrative regulations and the Articles of Association. In the event that the senior management members of the Company have violated any provision of the laws, administrative regulations, departmental rules or the Articles of Association in exercising their functions and powers and thereby causing losses to the Company, they shall be liable for compensation.	Article 148 The senior management members of the Company faithfully perform their duties and safeguard the best interests of the Company and all shareholders.
The senior management members of the Company cause damage to others during the performance of their duties, the Company shall be liable for compensation; where senior management members act with willful or material default, they shall also be liable for compensation.
	Article 149 In the event that the senior management members of the Company performs their duties of the Company and causes damage to others, the Company shall be liable for compensation; the senior management members shall also be liable for compensation if there are wilful or grossly negligent.
In the event that the senior management members of the Company have violated any provision of the laws, administrative regulations, departmental rules or the Articles of Association in exercising their functions and powers and thereby causing losses to the Company, they shall be liable for compensation.
CHAPTER VIII—SUPERVISORY COMMITTEE	DELETE THE ENTIRE CHAPTER
CHAPTER IX QUALIFICATIONS AND OBLIGATIONS OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY	CHAPTER VIII QUALIFICATIONS AND OBLIGATIONS OF DIRECTORS AND SENIOR MANAGEMENT

– 108 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 162 A person shall be disqualified for being a director, a supervisor, a general manager, a deputy general manager or other senior management members of the Company in any of the following circumstances: (1) the individual has no capacity to undertake civil liabilities or restricted capacity to undertake civil liabilities; (2) a period of five years has not yet elapsed since the penalisation on conviction of corruption, bribery, unauthorised taking of property, misappropriation of property or disrupting social and economic order; or a period of five years has not yet elapsed since being deprived of political rights for commission of crimes; (3) a period of three years has not yet elapsed since the completion of the liquidation of any Company or enterprise which was insolvent due to unsound business operation and management and where the person acted as a director, factory manager or manager of such Company or enterprise and was personally liable for such insolvency;

Article 150 A person shall be disqualified for being a director or senior management members of the Company in any of the following circumstances: (1) the individual has no capacity to undertake civil liabilities or restricted capacity to undertake civil liabilities; (2) the individual has been sentenced to criminal punishment due to corruption, bribery, unauthorised taking of property, misappropriation of property or disrupting socialist market economic order; or a period of five years has not yet elapsed since being deprived of political rights for commission of crimes; or a period of two years has not yet elapsed since the date of the completion of the probation period due to being declared on probation; (3) a period of three years has not yet elapsed since the completion of the liquidation of any Company or enterprise which was insolvent and where the person acted as a director, factory manager or manager of such Company or enterprise and was personally liable for such insolvency;

– 109 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
(4) a period of three years has not yet elapsed since revocation of the business license of a company or enterprise due to illegal business operations where the person was the legal representative of such company or enterprise and for which he was personally liable;	(4) a period of three years has not yet elapsed since revocation of the business license and order of closure of a company or enterprise due to illegal business operations where the person was the legal representative of such company or enterprise and for which he was personally liable;
(5) the person is personally liable for a substantial loan which is due for payment but remains unpaid;	(5) the person is personally liable for a substantial loan which is due for payment but remains unpaid, being listed as a dishonest debtor by the People's Court;
(6) the person is currently being prohibited from participating in the securities market by the CSRC and such ban period has not elapsed;	(6) the person is currently being prohibited from participating in the securities market by the CSRC and such ban period has not elapsed;
(7) the person has been publicly disqualified by a stock exchange from acting as a director; supervisor, or senior management member of a listed company and the ban has not expired;	(7) the person has been publicly disqualified by a stock exchange from acting as a director or senior management member of a listed company and the ban is not expired;
(8) such other stipulations of the laws, administrative regulations rules, departmental rules or the provisions as prescribed by the securities regulatory authorities and the stock exchange on which the shares of the Company are listed.	(8) such other stipulations of the laws, administrative regulations rules, departmental rules or the provisions as prescribed by the securities regulatory authorities and the stock exchange on which the shares of the Company are listed.
For any election and appointment of a director in contravention of the provisions prescribed by this Article, such election, appointment or employment shall be void and null. Provided where any of these circumstances occur during his term of office, the director shall be dismissed of his duties.	For any election and appointment of a director in contravention of the provisions prescribed by this Article, such election, appointment or employment shall be void and null. Provided where any of these circumstances occur during his term of office, the director shall be dismissed of his duties and cease to perform his duties.

– 110 –

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 163 The validity of an act of a director; general manager, deputy general manager and other senior management members on behalf of the Company is not, vis-a- vis a bona fide third party, affected by any irregularity in relation to his office, election or qualification	Article 151 The validity of an act of a director and senior management members on behalf of the Company is not, vis-a- vis a bona fide third party, affected by any irregularity in relation to his office, election or qualification
Article 164 In addition to the obligations imposed by the laws, administrative regulations or required by the listing rules of the stock exchange on which shares of the Company are listed, each director, supervisor, general manager, deputy general manager and other senior management members of the Company shall; in the exercise of the functions and powers of the Company entrusted to him, be obligated to bear the following duties towards each shareholder: (1) not to cause the Company to exceed the scope of business stipulated in its business license; (2) to act honestly in the best interest of the Company; (3) not to expropriate in any guise the Company's property, including but not limited to usurpation of opportunities advantageous to the Company;	Article 152 Each director and senior management members of the Company shall take measures to avoid the conflict between their own interests and those of the Company and shall not seek any improper interests by taking advantage of their powers. Each director and senior management members of the Company shall comply with laws, regulations, administrative regulations and the provisions of the Articles of Association, and shall bear the following duties of loyalty to the Company: (1) not to embezzle the property of the Company or misappropriate funds of the Company; (2) not to open accounts in which the assets or funds of the Company are deposited in his or her personal name or in the name of other individuals; (3) not to exploit his/her position to bribe or accept other illegal income;

111 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
(4) not to deprive shareholders of their personal rights and interests, including but not limited to rights to distribution and voting rights, save pursuant to a restructuring of the Company approved by a general meeting of shareholders in accordance with the Articles of Association.	(4) not to conclude any contract or enter into any transaction with the Company directly or indirectly, without reporting to the board of directors or the shareholders’ meeting, and without being approved by a resolution of the board of directors or the shareholders’ meeting in accordance with the provisions of the Articles of Association;
	(5) not to take advantage of their positions to seek business opportunities for themselves or others that are available to the Company, except when reported to the board of directors or the shareholders’ meeting and approved by a resolution of the shareholders’ meeting, or when the Company, according to laws, administrative regulations, or the provisions of the Articles of Association, cannot utilise such business opportunities;
	(6) not to operate for themselves or others any business similar to that of the Company, without reporting to the board of directors or the general meeting and obtaining approval through a resolution of the general meeting;
	(7) not to accept commissions for transactions between others and the Company for their own benefit;
	(8) not to disclose confidential information of the Company without authorisation;

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
	(9) not to use their connected relationship to impair the interests of the Company;
(10) other fiduciary duties stipulated by laws, administrative regulations, departmental rules and the Articles of Association.

The income obtained by a director and senior management members in violation of this provision shall belong to the Company; and if the director causes losses to the Company, he/she shall be liable for compensation.

Immediate family members of directors and senior management, enterprises directly or indirectly controlled by directors, senior management or their immediate family members, and related parties with other connected relationships with directors and senior management, when entering into contracts or conducting transactions with the Company, are subject to the provisions of item (4) of paragraph (2) of the Article. |

113 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 165 Each director, supervisor, general manager, deputy general manager, and other senior management members of the Company shall, in the exercise of his powers and discharge of his obligations, be obligated to exercise the care, diligence and capability that a prudent person would reasonably exercise in comparable circumstances. Each of the Company's directors, supervisors, general manager, deputy general manager, and other senior management members shall perform their due diligence obligations towards the Company to comply with the laws, administrative regulations and the Articles of Association as follows: (1) to exercise the rights granted by the Company in a cautious, conscientious and diligent manner so as to ensure the commercial behaviors of the Company shall be in compliance with the requirements of the State laws, administrative regulations and the national economic policies in the PRC, and the commercial activities shall not exceed the scope of business stipulated in the business license; (2) to treat all shareholders fairly; (3) to keep informed of the operation and financial position of the Company on a timely basis;

Article 153 Each director and senior management members of the Company shall perform their duties with all the reasonable care typically expected of a manager in the best interests of the Company. Each of the Company's directors and senior management members shall perform their due diligence obligations towards the Company to comply with the laws, administrative regulations and the Articles of Association as follows: (1) to exercise the rights granted by the Company in a cautious, conscientious and diligent manner so as to ensure the commercial behaviors of the Company shall be in compliance with the requirements of the State laws, administrative regulations and the national economic policies in the PRC, and the commercial activities shall not exceed the scope of business stipulated in the business license; (2) to treat all shareholders fairly; (3) to keep informed of the operation and financial position of the Company on a timely basis;

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
(4) the directors, senior management members and supervisors shall sign on the Company's securities issuance documents and regular reports for written confirmation in order to ensure the timely and fair disclosure of information and the truthfulness, accuracy and completeness of the information disclosed by the Company; if it is impossible to ensure the truthfulness, accuracy, and completeness of the contents of the securities issuance documents and regular reports or if there is dissenting opinion, the opinions and the reasons thereof shall be stated in the written confirmation and the Company shall disclose this. If the Company does not disclose this, the directors, supervisors and senior management members may disclose it directly;	(4) to sign on the Company's regular reports for written confirmation in order to ensure the truthfulness, accuracy and completeness of the information disclosed by the Company;
	(5) to provide true information and data to the Audit Committee, and not to interfere with the Audit Committee in the exercise of their functions and powers;
	(6) to perform other due diligence obligations imposed by the laws, administrative regulations, departmental rules and the Articles of Association.
CHAPTER X FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION AND AUDIT	CHAPTER IX FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION AND AUDIT
Section 1 Financial and Accounting Systems	Section 1 Financial and Accounting Systems
Article 166 The Company shall establish its financial and accounting systems in accordance with the laws, administrative regulations and the PRC accounting standards formulated by the finance regulatory department of the State Council.	Article 154 The Company shall establish its financial and accounting systems in accordance with the laws, administrative regulations and provisions of the relevant state departments.

– 115 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 167 At the end of each fiscal year, the Company shall prepare a financial report, which shall be audited by an accounting firm as provided by the laws.

The Company’s fiscal year shall be based on the Gregorian calendar, being that each of our fiscal years shall commence on 1 January and end upon 31 December each year. The recording currency of the Company’s accounts is dominated in RMB.

Within four months from the date of the expiration of each fiscal year, an annual report shall be submitted and disclosed to the CSRC and the stock exchange respectively. Within two months after the first six months of each fiscal year, an interim report shall be submitted and disclosed to the agency of the CSRC and the stock exchange respectively. Within one month after the first three and nine months of each fiscal year, a quarterly report shall be submitted to the agency of the CSRC and the stock exchange respectively.

The aforesaid annual reports; interim reports and quarterly reports shall be prepared in accordance with the provisions of the relevant laws, administrative regulations and provisions of the CSRC and the stock exchange. | Article 155 At the end of each fiscal year, the Company shall prepare a financial report, which shall be audited by an accounting firm as provided by the laws.

Within four months from the date of the expiration of each fiscal year, an annual report shall be submitted and disclosed to the agency of the CSRC and the stock exchange respectively. Within two months after the first half of each fiscal year, an interim report shall be submitted and disclosed to the agency of the CSRC and the stock exchange respectively.

The aforesaid annual reports and interim reports shall be prepared in accordance with the provisions of the relevant laws, administrative regulations and provisions of the CSRC and the stock exchange. |
| Article 168 The Board shall, at each annual general meeting, submit to shareholders the financial reports prepared by the Company in accordance with the provisions for normative documents which are promulgated by the relevant laws, administrative regulations and local governments and departmental authorities. | Article 156 The Board shall, at each annual general meeting, submit to shareholders the financial reports prepared by the Company in accordance with the provisions for normative documents which are promulgated by the relevant laws, administrative regulations and local governments and departmental authorities. |

116 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 171 The Company shall publish two financial reports in each fiscal year, meaning that the interim financial report shall be published within sixty days after the first six months of the fiscal year and the annual financial report shall be published within 120 days after the ending of the fiscal year.	Delete the entire Article
Article 172 The Company shall not keep books of accounts other than those provided for by the laws. Assets of the Company shall not be deposited in any account under the name of an individual.	Article 159 The Company shall not keep books of accounts other than those provided for by the laws. Funds of the Company shall not be deposited in any account under the name of an individual.
Article 173 The Company shall allocate 10% of the profits after tax to its statutory surplus reserve in the distribution of profits. The Company is not required to make appropriation to its statutory surplus reserve when such reserve amounts to 50% or more of the registered capital of the Company.
If the statutory surplus reserve of the Company is insufficient to offset the losses of the previous year, the profits of the current year shall be used to offset such losses before allocating to its statutory surplus reserve in accordance with the preceding paragraph.
After allocation of its profits after tax to its statutory surplus reserve, the Company may allocate its profits after tax to its discretionary statutory reserve upon approval of the general meeting.	Article 160 The Company shall allocate 10% of the profits after tax to its statutory surplus reserve in the distribution of profits. The Company is not required to make appropriation to its statutory surplus reserve when such reserve amounts to 50% or more of the registered capital of the Company.
If the statutory surplus reserve of the Company is insufficient to offset the losses of the previous year, the profits of the current year shall be used to offset such losses before allocating to its statutory surplus reserve in accordance with the preceding paragraph.
After allocation of its profits after tax to its statutory surplus reserve, the Company may allocate its profits after tax to its discretionary statutory reserve upon approval of the general meeting.

117 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
The remaining profits after tax after offsetting its losses and allocating to its reserves may be distributed to its shareholders pro rata to their respective shareholdings, except in the circumstances that non-pro rata distribution is provided in the Articles of Association.

If at a general meeting, the requirements stipulated in the preceding paragraph are breached by distributing profits to the shareholders before offsetting losses of the Company and allocating to its statutory surplus reserve, the profits so distributed are required to be returned to the Company.

The shares held by the Company are not entitled to any profits distribution. | The remaining profits after tax after offsetting its losses and allocating to its reserves may be distributed to its shareholders pro rata to their respective shareholdings, except in the circumstances that non-pro rata distribution is provided in the Articles of Association.

If at a general meeting, the Company Law is breached by distributing profits to the shareholders, the profits so distributed are required to be returned to the Company; where any loss is caused to the Company, the shareholders and the responsible directors and senior management shall be liable for compensation.

The shares held by the Company are not entitled to any profits distribution. |
| Article 175 The Company’s reserve may be used to cover the Company’s losses, expand the Company’s production and operation or enlarge the Company’s capital. However, capital reserve shall not be used for covering the Company’s loss.

Where any statutory surplus reserve funds are converted into part of the capital, the balance of the statutory surplus reserve shall not be less than 25% of the registered capital of the Company before such conversion to increase capital. | Article 162 The Company’s reserve may be used to cover the Company’s losses, expand the Company’s production and operation or enlarge the Company’s registered capital.

When the reserve fund is used to make up for the Company’s losses, the discretionary reserve fund and statutory reserve fund shall be utilised at first; if still insufficient, the capital reserve fund may be used according to regulations.

Where any statutory surplus reserve funds are converted into part of the increased registered capital, the balance of the statutory surplus reserve shall not be less than 25% of the registered capital of the Company before such conversion to increase capital. |

118 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 176 According to the provisions of the Articles of Association of the Company, the Board may, after fully considering the actual conditions together with the requests of shareholders (especially minority shareholders), and the opinions of independent directors and supervisors, put forward an annual or interim profit distribution proposal for the Board's consideration and approval.
The profit distribution proposal shall be approved by a majority vote of all directors of the Board at the board meeting. The profit distribution proposal shall be approved by half or more of the voting rights held by shareholders attending the general meeting. Where a resolution regarding the issue of new shares by way of conversion of reserve is considered at the general meeting, it shall be approved by two-thirds or more of the voting rights held by shareholders attending the general meeting. Unless otherwise resolved by shareholders, the Board may be authorised to distribute an interim dividend at a general meeting.	Article 163 According to the provisions of the Articles of Association of the Company, the Board may, after fully considering the actual conditions together with the requests of shareholders (especially minority shareholders), and the opinions of independent directors, put forward an annual or interim profit distribution proposal for the Board's consideration and approval.
The profit distribution proposal shall be approved by a majority vote of all directors of the Board at the board meeting. The profit distribution proposal shall be approved by half or more of the voting rights held by shareholders attending the general meeting. Where a resolution regarding the issue of new shares by way of conversion of reserve is considered at the general meeting, it shall be approved by two-thirds or more of the voting rights held by shareholders attending the general meeting. Unless otherwise resolved by shareholders, the Board may be authorised to distribute an interim dividend at a general meeting.
Article 177 The Company may distribute a dividend in the following forms:
(1) cash;
(2) shares.
In the above profit distribution method, the Company should first consider to pay the dividend in cash. The Company may distribute an interim cash dividend.
Upon passing a profit distribution resolution at a general meeting, the Board of the Company shall complete the dividend (or shares) distribution within 2 months after the general meeting is convened.	Article 164 The Company may distribute a dividend in the following forms:
(1) cash;
(2) shares.
In the above profit distribution method, the Company should first consider to pay the dividend in cash. The Company may distribute an interim cash dividend.
Upon passing a profit distribution resolution at a general meeting, the Board of the Company shall complete the dividend (or shares) distribution within 2 months after the general meeting is convened.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
The Company shall make a cash dividend distribution for at least once for every 3 consecutive years, and the specific allocation ratio shall be determined by the Board according to the Company’s operational conditions and the relevant provisions of the CSRC, and shall be reviewed and decided at a general meeting. If no cash profit distribution has been made by the Company in the recent three years, no public issuance of new shares, issuance of convertible bonds or placement of shares to the existing shareholders shall be carried out.	The Company shall make a cash dividend distribution for at least once for every 3 consecutive years, and the specific allocation ratio shall be determined by the Board according to the Company’s operational conditions and the relevant provisions of the CSRC, and shall be reviewed and decided at a general meeting. If no cash profit distribution has been made by the Company in the recent three years, no public issuance of new shares, issuance of convertible bonds or placement of shares to the existing shareholders shall be carried out.
The Company’s profit allocation is aimed at rewarding investors with a reasonable investment return. The Company’s profit distribution policy shall be maintained at a certain degree of continuity and stability. Provided that the Company’s profit and cash flows are sufficient to meet its normal operations and long-term development, the profit distribution for each financial year shall not be less than 40% of the Company’s distributable profit of the year, and the profit distribution in form of cash accumulated over the recent three years shall not be less than 30% of the average annual distributable profit achieved over the recent three years.	The Company’s profit allocation is aimed at rewarding investors with a reasonable investment return. The Company’s profit distribution policy shall be maintained at a certain degree of continuity and stability. Provided that the Company’s profit and cash flows are sufficient to meet its normal operations and long-term development, the profit distribution for each financial year shall not be less than 40% of the Company’s distributable profit of the year, and the profit distribution in form of cash accumulated over the recent three years shall not be less than 30% of the average annual distributable profit achieved over the recent three years.

120 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Where there are major changes in the external environment or the Company's own operating conditions, which require the adjustment of the profit distribution policy, the Company should fully consider and protect the interests of the minority shareholders. The amended profit distribution policy must not violate the relevant laws and regulations and the relevant provisions of regulatory documents. The resolution regarding the amendment to the profit distribution policy shall be submitted to the Board and the general meetings for consideration and approval. The resolution regarding the amendment to the profit distribution policy shall be approved by half or more of all the directors of the Board at the board meeting; and independent directors should provide independent opinions. The resolution regarding the amendment to the profit distribution policy shall be approved by two-thirds or more of the voting rights held by shareholders attending the general meeting. The Board should fully consider the opinions of shareholders (especially minority shareholders); independent directors and supervisors when considering and approving the amendment of profit distribution policy especially the distribution of cash dividends.	Where there are major changes in the external environment or the Company's own operating conditions, which require the adjustment of the profit distribution policy, the Company should fully consider and protect the interests of the minority shareholders. The amended profit distribution policy must not violate the relevant laws and regulations and the relevant provisions of regulatory documents. The resolution regarding the amendment to the profit distribution policy shall be submitted to the Board and the general meetings for consideration and approval. The resolution regarding the amendment to the profit distribution policy shall be approved by half or more of all the directors of the Board at the board meeting. The resolution regarding the amendment to the profit distribution policy shall be approved by two-thirds or more of the voting rights held by shareholders attending the general meeting. The Board should fully consider the opinions of shareholders (especially minority shareholders) and independent directors when considering and approving the amendment of profit distribution policy especially the distribution of cash dividends.
Section 2 Internal Audit	Section 2 Internal Audit
Article 184 The Company shall implement an internal audit system with full-time auditors to conduct internal audit supervision of the Company's income and expenditure and economic activities.	Article 171 The Company shall implement an internal audit system, which shall specify the leadership system, duties and responsibilities, staffing, financial security, utilization of audit results and accountability for internal audit work. The internal audit system of the Company shall be implemented after approval by the Board and disclosed to the public.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
—	Article 172 (Newly added) The Company’s internal audit institution shall conduct supervision and inspection of its business activities, risk management, internal control, financial information and other matters.
The internal audit institution shall maintain its independence, be staffed with full-time auditors, and shall not be placed under the leadership of the finance department or co-located with the finance department.
—	Article 173 (Newly added) The internal audit institution shall be accountable to the Board.
The internal audit institution shall accept the supervision and guidance of the Audit Committee during the process of supervising and inspecting the Company’s business activities, risk management, internal control, and financial information. The internal audit institution shall immediately report directly to the Audit Committee upon discovering any relevant major issues or clues.
—	Article 174 (Newly added) The internal audit institution shall be responsible for the organization and implementation with regard to the evaluation of the Company’s internal control. The Company shall release an annual internal control evaluation report based on the evaluation report and related information issued by the internal audit institution and reviewed by the Audit Committee.

– 122 –

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
—	Article 175 (Newly added) When the Audit Committee communicates with external audit units such as accounting firms and national audit institutions, the internal audit institution shall actively cooperate and provide essential support and collaboration.
Article 185—The internal audit system and the duties of the auditors should be approved by the Board and then implemented. The auditor-in-charge is accountable and reports to the Board.	Delete the entire Article
—	Article 176 (Newly added) The Audit Committee shall participate in the evaluation of the person in charge of internal audit.
Section 3 Appointment of Accountant Firm	Section 3 Appointment of Accountant Firm
Article 186 The Company shall appoint an independent accountant firm which is qualified under the relevant regulations of the State to audit the Company's annual report and review the Company's other financial reports.
The first accountant firm of the Company may be appointed by the inaugural meeting of the Company before the first annual general meeting. The firm so appointed shall hold office until the close of the first annual general meeting.
If the inaugural meeting fails to exercise its powers under the preceding paragraph, those powers shall be exercised by the Board.	Article 177 The Company appoints an accountant firm which is qualified under the provisions of the Securities Act to audit the accounting statements, verification of net assets, and other related consulting services, etc., for a period of one year, which may be renewed.
Article 187 The accountant firm appointed by the Company shall hold office from the close of the annual general meeting until the conclusion of the next annual general meeting.	Article 178 The accountant firm appointed by the Company shall hold office from the close of the annual general meeting until the conclusion of the next annual general meeting.

– 123 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 189 The appointment of a certified public accountant firm by the Company shall be decided at a general meeting. The Board shall not appoint an accountant firm before a decision is made by the general meeting of shareholders.	Article 180 The appointment and dismissal of a certified public accountant firm by the Company shall be submitted to the Board for consideration upon approval by a majority of all the members of the Audit Committee and shall be decided at a general meeting. The Board shall not appoint an accountant firm before a decision is made by the general meeting of shareholders.
Article 190 The remuneration of an accountant firm shall be determined by shareholders at a general meeting.	Article 181 The audit fees of an accountant firm shall be determined by shareholders at a general meeting.
Article 191 Prior to the removal or the non-renewal of the appointment of the accountant firm, a notice of such removal or non-renewal shall be given in advance to the accountant firm and such firm shall be entitled to make representation at the general meeting. Where the accountant firm resigns its post, it shall make clear to the general meeting whether there has been any impropriety on the part of the Company.	Article 182 Prior to the removal or the non-renewal of the appointment of the accountant firm, it shall notify the Company's general meeting 10 days in advance to allow the accounting firm to state its opinion when voting on the dismissal of the accounting firm.
Where the accountant firm resigns its post, it shall make clear to the general meeting whether there has been any impropriety on the part of the Company.
CHAPTER XI INSURANCE	CHAPTER X INSURANCE
CHAPTER XII LABOUR MANAGEMENT SYSTEM	CHAPTER XI LABOUR MANAGEMENT SYSTEM
CHAPTER XIII PARTY COMMITTEE	CHAPTER XII PARTY COMMITTEE

124 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 198 In accordance with the “Constitution of the Communist Party of China”, the Company shall establish the organization of the Communist Party of China and carry out Party activities. The Party organizations shall play the core leadership and core political role of providing direction, managing the overall situation and ensuring implementation. The Company shall also establish the working organs of the Party, which shall be equipped with sufficient staff to deal with Party affairs and provided with sufficient funds to operate the Party organizations, and provide necessary conditions for conducting the activities of the Party organizations.	Delete the entire Article
Article 199 The Company shall establish a Party Committee consisting of a secretary and several other committee members. Eligible members of the Party Committee are entitled to be admitted to the Board, the Supervisory Committee, and the management according to legal provisions and procedures and eligible Party members from the Board, the Supervisory Committee, and the management are entitled to be admitted to the Party Committee according to legal provisions and procedures. At the same time, the Commission for Discipline Inspection shall be established in accordance with the regulations, with a secretary and several members.	Article 189 The Company shall establish a Party Committee consisting of a secretary and several other committee members. Eligible members of the Party Committee are entitled to be admitted to the Board, and the management according to legal provisions and procedures and eligible Party members from the Board, and the management are entitled to be admitted to the Party Committee according to legal provisions and procedures. At the same time, the Commission for Discipline Inspection shall be established in accordance with the regulations, with a secretary and several members.

125 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 200 The establishment of the Party organization and the staff arrangement shall be incorporated into the administrative organs and organization of the Company. A Party Committee work department shall be established, which shall be equipped with full-time party affairs staff at a proportion of not less than 1.5% of the total number of employees in service. The work funds of the Party organization shall be included in the enterprise management expenses, shall be drawn in proportion according to the relevant requirements, and shall be uniformly managed and used by the Party Committee.	Article 190 The establishment of the Party organization and the staff arrangement shall be incorporated into the administrative organs and organization of the Company. In accordance with the principles of strengthening the work of the Party and streamlining and efficient coordination, organizations related to Party building shall be established according to the actual needs of the work. The organization and personnel departments shall be under the supervision of the same leader; which shall be equipped with full-time and part-time party affairs staff at a proportion of no less than 1% of the total number of employees in service. The work funds of the Party organization shall be included in the enterprise management expenses, shall be arranged at a ratio of not less than 1% of total employees' remunerations during the previous year, and shall be uniformly managed and used by the Party Committee.
Article 201 The research and discussion of the Party Committee is the pre-procedure for the Board and management to study and decide on major issues such as “major decision, major personnel appointment and removal, major project arrangements and significant funds utilization”.	Delete the entire Article

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association

Original articles

Revised articles

Article 202 The Party Committee shall discharge the following duties in accordance with the “Constitution of the Communist Party of China” as well as other Party laws and regulations: (1) to ensure and supervise the implementation of policies and guidelines of the Party and the State in the Company, implement material strategic decisions of the Party Central Committee and the State Council and make arrangements for the relevant material works of the superior units and the Party organization: (2) to insist on the combination of the principles of management of cadres by the Party and the selection of operation managers by the Board according to laws and the execution of the right of employment by the operation managers. The Party Committee shall consider and propose opinions and suggestions on the candidates as nominated by the Board or general manager, or nominate candidates to the Board or general manager; conduct investigation on the candidates to be appointed and collective research to raise opinions and suggestions; manage and supervise the standards and procedures for the selection and employment of personnel; be responsible for the construction of the reserve cadre team of the Company.

Article 191 The Party Committee shall discharge the following principal duties in accordance with the “Constitution of the Communist Party of China”, “Regulations on the Work of the Communist Party of China for its Grassroots Organizations at State-owned Enterprises (Trial)” as well as other Party laws and regulations: (1) to enhance the political construction of the enterprise’s Party, adhere to and implement the fundamental system, basic system and important system of socialism with Chinese characteristics as well as educate and guide all Party members to maintain a high degree of consistency with the Party Central Committee with Comrade Xi Jinping as the core in the political stance, political direction, political principles and political path; (2) to thoroughly study and implement Xi Jinping’s Socialism Ideology with Chinese characteristics in the new era, learn and propagate the Party’s theory, thoroughly implement the Party’s line, principles and policies as well as supervise and guarantee the implementation of major strategy deployments of the Party Central Committee as well as the resolutions of the Party organisation at a higher level in the Company; promote the enterprise to take up its responsibilities and missions, focus on its main responsibilities and businesses, serve the national and provincial major strategies, and fully fulfill its economic, political and social responsibilities;

APPENDIX

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
(3) to study and discuss the reform, development and stability of the Company, its material operation and management issues and other material issues involving staff's immediate interests of the Company, and put forward guiding opinions and suggestions thereon:	(3) to investigate and discuss the significant operation and management matters of the enterprise and support the general meeting, the Board, the Supervisory Committee and the management to exercise their rights and perform their duties in accordance with the laws;
(4) to shoulder the main responsibility for the overall strict governance of the Party, lead the Company in terms of ideological and political work, united front work, spiritual civilization construction, enterprise cultural construction and the work of labor union, the Communist Youth League and others, and take lead in promoting honest and clean Party governance and support the Commission for Discipline Inspection to effectively fulfill its supervisory responsibility:	(4) to strengthen the leadership and gatekeeping role in the process of selection and appointment of personnel of the enterprise, and the building of the leading team, cadre and talents team of the enterprise;
	(5) to fulfill the main responsibility for the construction of the enterprise's Party style integrity, to lead and support the internal disciplinary organizations to perform their duties of supervising and enforcing discipline and accountability, to strict enforce political discipline and political rules, and to promote the overall and strict governance of the Party to the grassroots extension;
	(6) to strengthen the building of grassroots Party organizations and the Party member team, and unite and lead employees to actively devote themselves into the reform and development of the enterprise;
	(7) to lead the ideological and political work, the spirit and civilization construction and the united front work of the enterprise, as well as lead mass organizations such as the Labor Union, Communist Youth League and women's organisation of the Company.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
—	Article 192 (Newly added) The Party Committee’s research and discussion shall be a preliminary procedure for making researches and decisions on material issues relating to the operation and management by the Board.
Article 203 Members of the Party Committee who join the Board and management should fully express their opinions and suggestions on the research decisions of the Party Committee when making decisions, so that the research decisions can be reflected and implemented in decisions-making in accordance with the law.	Article 193 Members of the Party Committee and other Party members of the enterprise who join the Board and management should fully express their opinions and suggestions on the research decisions of the Party Committee when making decisions, so that the opinions can be reflected and implemented in decisions-making in accordance with the law.

– 129 –

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
CHAPTER XIV TRADE UNION	CHAPTER XIII TRADE UNION
CHAPTER XV MERGER, DIVISION, DISSOLUTION AND LIQUIDATION OF THE COMPANY	CHAPTER XIV MERGER, DIVISION, DISSOLUTION AND LIQUIDATION OF THE COMPANY
Section 1 Merger and Division	Section 1 Merger and Division
Article 206 The Company’s merger may either be effected in the form of consolidation or new establishment.

For the Company’s merger, the parties thereto shall sign an agreement on the merger and prepare a balance sheet and lists of properties. The Company shall inform the creditors in 10 days after the date of making the resolution for such merger, and publish newspaper notices in 30 days as provided by the applicable laws, administrative regulations or the regulatory provisions of the place where the Company’s shares are listed.

Creditors may require the Company to pay off the debt or provide guarantees for the debt within 30 days from the date of the receipt of the notice or within 45 days from the date of the announcement if the notice has not been received.

After the Company’s merger, the claims and debts of all the parties thereto shall be assumed by the surviving company after such merger or by the newly established company. | Article 196 The Company’s merger may either be effected in the form of consolidation or new establishment.

A company that absorbs other company is known as merger by absorption whereby the company being absorbed shall be dissolved. The merger of two or more companies by the establishment of a new company is known as merger by the establishment of a new company whereby the companies being merged shall be dissolved. |

130 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
	Article 198 For the Company’s merger, the parties thereto shall sign an agreement on the merger and prepare a balance sheet and lists of properties. The Company informs the creditors in 10 days after the date of making the resolution for such merger, and publish notices in at least one newspaper designated by CSRC to disclose information about listed companies or National Enterprise Credit Information Publicity System in 30 days as provided by the applicable laws, administrative regulations or the regulatory provisions of the place where the Company’s shares are listed.
Creditors may require the Company to pay off the debt or provide guarantees for the debt within 30 days from the date of the receipt of the notice or within 45 days from the date of the announcement if the notice has not been received.
After the Company’s merger, the claims and debts of all the parties thereto shall be assumed by the surviving company after such merger or by the newly established company.
—	Article 197 (Newly added) If the price paid for the company merger does not exceed 10% of the Company’s net assets, it can be done without a resolution at the general meeting, unless otherwise provided by the Articles of Association.
If the merger of the Company in accordance with the provisions of the preceding paragraph does not require a resolution at the general meeting, it shall be subject to a resolution by the Board.

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Article 207 Upon division of the Company, its property shall be split correspondingly.

For the division of the Company, a balance sheet and lists of properties should be prepared. The Company shall inform the creditors in 10 days after the date of making the resolution for such division, and make newspaper announcements in 30 days as provided for by the applicable laws, administrative regulations or the regulatory provisions of the place where the Company’s shares are listed.

The companies after the division shall assume the joint liability for the debts incurred by the Company before its division unless otherwise agreed in a written agreement with creditors on the settlement of debts prior to the division of the Company. | Article 199 Upon division of the Company, its property is split correspondingly.

For the division of the Company, a balance sheet and lists of properties should be prepared. The Company informs the creditors in 10 days after the date of making the resolution for such division, and make announcements in at least one newspaper designated by CSRC to disclose information about listed companies or National Enterprise Credit Information Publicity System in 30 days as provided for by the applicable laws, administrative regulations or the regulatory provisions of the place where the Company’s shares are listed.

132 -

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Amendments to the Articles of Association
Original articles	Revised articles
Section 2 Dissolution and Liquidation	Section 2 Dissolution and Liquidation
Article 209 In one of the following cases, the Company shall be dissolved, and undergo liquidation according to law: (1) the business operating period stipulated by the Articles of Association has expired or other events causing dissolution, as stipulated by the Articles of Association, have materialized; (2) the general meeting makes a resolution on dissolution; (3) the Company has to be dissolved on account of its merger or division; (4) the business license of the Company has been cancelled, or the Company has been ordered to close down or deregistered according to law; (5) if the Company encounters serious difficulties in operations and management and its continued existence may incur material losses to the interests of the shareholders, and no solution can be found through any other channel, the shareholders holding 10% or more of the total voting rights of the Company may request the People’s Court to dissolve the Company. The Company may amend the Articles of Association to continue as a going concern if circumstance (1) above takes place. The amendments made to the Articles of Association in accordance with the preceding paragraph shall be approved by two-thirds or more of the voting rights held by the shareholders attending the general meeting.	Article 201 In one of the following cases, the Company shall be dissolved, and undergo liquidation according to law: (1) the business operating period stipulated by the Articles of Association has expired or other events causing dissolution, as stipulated by the Articles of Association, have materialized; (2) the general meeting makes a resolution on dissolution; (3) the Company has to be dissolved on account of its merger or division; (4) the business license of the Company has been cancelled, or the Company has been ordered to close down or deregistered according to law; (5) if the Company encounters serious difficulties in operations and management and its continued existence may incur material losses to the interests of the shareholders, and no solution can be found through any other channel, the shareholders holding 10% or more of the voting rights of the Company may request the People’s Court to dissolve the Company. If the Company encounters serious difficulties in operations and management and its continued existence, the shareholders holding 10% or more of the voting rights of the Company may request the People’s Court to dissolve the Company. If the Company encounters serious difficulties in operations and management and its continued existence, the shareholders holding 10% or more of the voting rights of the Company may request the People’s Court to dissolve the Company. If the Company encounters serious difficulties in operations and management and its continued existence, the shareholders holding 10% or more of the voting rights of the Company may --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Articles of Association \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| \| Article 202 The Company may amend the Articles of Association or utilize the resolution at the general meeting to continue as a going concern if circumstance (1) and circumstance (2) of the Article 201 under the Articles of Association take place and the property has not yet been distributed to the shareholders. The amendments made to the Articles of Association in accordance with the preceding paragraph or resolution of the general meeting shall be approved by two-thirds or more of the voting rights held by the shareholders attending the general meeting. \| \| Article 210 Where the Company is to be dissolved on account of the regulations in sub-clause (1), (2), (4) and (5) of the preceding Articles, a liquidation team should be established within 15 days from the date when the event causing dissolution occurs to commence the liquidation process. The liquidation team shall be composed of directors or persons determined by the general meeting. If the liquidation team is not established within the specified period for liquidation, the creditors may apply to the People’s Court for appointing the relevant personnel to form a liquidation team for liquidation. \| Article 203 Where the Company is to be dissolved on account of the regulations in sub-clause (1), (2), (4) and (5) of the Article 201 under the Articles of Association, it shall be liquidated. The director is the liquidation obligor of the Company, and a liquidation team shall be formed within 15 days from the date when the event causing dissolution occurs to carry out the liquidation process. The liquidation team shall be composed of directors. If the liquidation team is not established within the specified period for liquidation, the creditors may apply to the People’s Court for appointing the relevant personnel to form a liquidation team for liquidation. If the liquidation obligor fails to fulfill the liquidation obligation in a timely manner and causes losses to the Company or creditors, they shall bear the liability for compensation. \| – 134 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Articles of Association \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 211 The liquidation committee shall notify all creditors within 10 days after its establishment and shall make newspaper announcements within 60 days after its establishment. Creditors should, within 30 days from the date of receipt of notice or, in case of creditors who have not received such notice, within 45 days from the date of the announcements, file their claims of creditors' rights with the liquidation committee. Creditors, when filing their claims, should illustrate those claim-related issues and provide supporting documentation thereon. The liquidation committee should register such claims. During the period for creditors' declaration of creditors' rights, the liquidation committee shall not pay off the debts to them. \| Article 204 The liquidation committee shall notify all creditors within 10 days after its establishment and shall make announcements at least one newspaper designated by CSRC to disclose information about listed companies or National Enterprise Credit Information Publicity System within 60 days after its establishment. Creditors should, within 30 days from the date of receipt of notice or, in case of creditors who have not received such notice, within 45 days from the date of the announcements, file their claims of creditors' rights with the liquidation committee. Creditors, when filing their claims, should illustrate those claim-related issues and provide supporting documentation thereon. The liquidation committee should register such claims. During the period for creditors' declaration of creditors' rights, the liquidation committee shall not pay off the debts to them. \| - 135 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Articles of Association \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 212 During the period of liquidation, the liquidation committee shall perform the following functions and powers: (1) clear up the Company's properties and prepare a balance sheet and lists of properties; (2) send notifications to or publish announcements for the creditors; (3) dispose of and liquidate pending business of the Company; (4) pay due taxes and taxes accrued during the course of liquidation; (5) clear claims and debts; (6) dispose of the Company's remaining properties after the repayment of all debts; (7) participate in civil proceedings on behalf of the Company. \| Article 205 During the period of liquidation, the liquidation committee shall perform the following functions and powers: (1) clear up the Company's properties and prepare a balance sheet and lists of properties; (2) send notifications to, publish announcements for the creditors; (3) dispose of and liquidate pending business of the Company; (4) pay due taxes and taxes accrued during the course of liquidation; (5) clear claims and debts; (6) distribute the Company's remaining properties after the repayment of all debts; (7) participate in civil proceedings on behalf of the Company. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Articles of Association \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 213 After clearing up the Company's properties and preparing the balance sheet and lists of properties, the liquidation committee shall formulate the liquidation scheme and submit the same to the general meeting or the relevant competent authorities for confirmation. \| Article 206 After clearing up the Company's properties and preparing the balance sheet and lists of properties, the liquidation committee shall formulate the liquidation scheme and submit the same to the general meeting or the People's Court for confirmation. \| \| The assets of the Company shall be liquidated in the following order of priority: \| The assets of the Company shall be liquidated in the following order of priority: \| \| (1) liquidation costs; \| (1) liquidation costs; \| \| (2) salaries and social insurance premiums owed to the employees of the Company; \| (2) salaries, social insurance premiums and statutory compensation owed to the employees of the Company; \| \| (3) outstanding taxes; \| (3) outstanding taxes; \| \| (4) debts of the Company. \| (4) debts of the Company. \| \| The remaining assets of the Company upon repayment as specified in the preceding paragraph shall be distributed to the shareholders according to the types of their shares and their shareholding percentages. \| The remaining assets of the Company upon repayment as specified in the preceding paragraph shall be distributed to the shareholders according to the types of their shares and their shareholding percentages. \| \| During the period of liquidation, the Company continues to exist, but it shall not carry out any business activities which are irrelevant to the liquidation. The Company's properties shall not be allocated to the shareholders before repayment has been made according to the preceding paragraph. \| During the period of liquidation, the Company continues to exist, but it shall not carry out any business activities which are irrelevant to the liquidation. The Company's properties shall not be allocated to the shareholders before repayment has been made according to the preceding paragraph. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Articles of Association \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 214 In the event of Company's liquidation owing to dissolution, if the liquidation committee, after liquidating the Company's properties and preparing a balance sheet and property list, finds that the Company's properties are insufficient to settle its debts, it shall immediately apply for a declaration of bankruptcy with the People's Court. After the Company is declared bankrupt through a verdict made by the People's Court, the liquidation committee shall hand over the liquidation matters to the People's Court. \| Article 207 If the liquidation committee, after liquidating the Company's properties and preparing a balance sheet and property list, finds that the Company's properties are insufficient to settle its debts, it shall apply for bankruptcy liquidation with the People's Court in accordance with the law. After the People's Court accepts the bankruptcy application, the liquidation group shall transfer the liquidation affairs to the bankruptcy administrator appointed by the People's Court. \| \| Article 215 Upon completion of the Company's liquidation, the liquidation committee shall prepare a liquidation report and submit it to the shareholders' general meeting or the People's Court for confirmation. The liquidation committee shall then deliver the liquidation report to the company registration authority, apply for the deregistration of the Company and announce the termination of the Company. \| Article 208 Upon completion of the Company's liquidation, the liquidation committee shall prepare a liquidation report and submit it to the general meeting or the People's Court for confirmation. The liquidation committee shall then deliver the liquidation report to the company registration authority, apply for the deregistration of the Company and announce the termination of the Company. \| \| Article 216 Members of the liquidation committee shall perform their duty honestly and discharge the obligation of liquidation in accordance with the laws: Members of the liquidation committee shall not take personal advantage of their posts to take bribes, receive other illegal incomes, or misappropriate properties of the Company. Members of the liquidation committee shall be liable for damages caused to the Company or the creditors due to their intent or gross negligence. \| Article 209 Members of the liquidation committee shall fulfill liquidation responsibilities with a duty of loyalty and diligence. Members of the liquidation committee who neglects their liquidation responsibilities and causes losses to the Company shall be liable for compensation; and shall be liable for damages caused to the creditors due to their intent or gross negligence. \| – 138 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Articles of Association \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| CHAPTER XVI AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| CHAPTER XV AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| \| Article 217 The Company shall amend the Articles of Association on the occurrence of any of the following events. (1) the provisions of the Articles of Association are in conflict with the amended Company Law or the relevant laws or administrative regulations; (2) there is a change in the Company's circumstances which are inconsistent with the matters recorded in the Articles of Association; (3) the amendments to the Articles of Association have been approved by the shareholders at a general meeting. \| Article 210 The Company will amend the Articles of Association on the occurrence of any of the following events. (1) the provisions of the Articles of Association are in conflict with the amended Company Law or the relevant laws or administrative regulations; (2) there is a change in the Company's circumstances which are inconsistent with the matters recorded in the Articles of Association; (3) the amendments to the Articles of Association have been approved by the shareholders at a general meeting. \| \| Article 218 Any amendments to the Articles of Association by the Company shall be made in the following manner: (1) the Board shall pass a resolution to propose amendments to the Articles of Association and draw up a proposal for such amendments; (2) the shareholders shall be informed of the foregoing proposal and a general meeting shall be convened for voting; (3) subject to the relevant provisions of the Articles of Association, the amendments submitted to the general meeting for approval shall be approved by a special resolution. \| Article 211 Any amendments to the Articles of Association by the Company shall be made in the following manner: (1) the Board shall pass a resolution to propose amendments to the Articles of Association and draw up a proposal for such amendments at the general meeting; (2) the shareholders shall be informed of the foregoing proposal and a general meeting shall be convened for voting; (3) subject to the relevant provisions of the Articles of Association, the amendments submitted to the general meeting for approval shall be approved by a special resolution. \| – 139 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Articles of Association \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 219 For the amendment to the Company's Articles of Association relating to the registered particulars of the Company, application shall be made for registration of the changes in accordance with law. \| Article 212 Any amendments to the Company's Articles of Association approved by the general meeting, requiring approval from competent authorities, will be submitted accordingly; if there are changes relating to the registered particulars of the Company, application will be made for registration of the changes in accordance with law. \| \| Article 220 The Board amends the Articles of Association of the Company in accordance with the resolution on amendments to the Articles of Association of the Company passed at the general meeting and the approval comments from the relevant authorities. \| Article 213 The Board amends the Articles of Association of the Company in accordance with the resolution on amendments to the Articles of Association of the Company passed at the general meeting and the approval comments from the relevant authorities. \| \| CHAPTER XVII NOTICES AND ANNOUNCEMENTS \| CHAPTER XVI NOTICES AND ANNOUNCEMENTS \| \| Article 222 A notice of the Company may be sent by: (1) hand; (2) mail; (3) public announcement; (4) such other methods provided for by the Articles of Association. \| Article 215 A notice of the Company is sent by: (1) hand; (2) mail; (3) public announcement; (4) such other methods provided for by the Articles of Association. \| \| Article 225 In order to prove that such notices, documents, information or written statements have been already sent, evidence should be provided to prove that the notices, documents, information or written statements have been served within the prescribed time in the way prescribed by Article 223 hereof. Where a notice is served by hand, a confirmation of due receipt should be provided to the Company. Where a notice is served by registered mail, evidence should be provided to prove that such notice should be sent by prepaid postage at the correct address of the Company. \| Article 218 In order to prove that such notices, documents, information or written statements have been already sent, evidence should be provided to prove that the notices, documents, information or written statements have been served within the prescribed time in the way prescribed by Article 216 hereof. Where a notice is served by hand, a confirmation of due receipt should be provided to the Company. Where a notice is served by registered mail, evidence should be provided to prove that such notice should be sent by prepaid postage at the correct address of the Company. \| – 140 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Articles of Association \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 227 Except as otherwise provided in the Articles of Association, the various forms of serving a notice prescribed by the provisions of the preceding paragraph shall be applicable to the notices issued for the purpose of convening a general meeting; board meeting and supervisory meeting of the Company. \| Article 220 Except as otherwise provided in the Articles of Association, the various forms of serving a notice prescribed by the provisions of the preceding paragraph shall be applicable to the notices issued for the purpose of convening a general meeting and Board meeting of the Company. \| \| Article 228 Where a notice of the Company is served by hand, the addressee shall be required to sign his name (or affix his chop) on the receipt, and the date on which the addressee signs the receipt shall be the date of service. Where a notice of the Company is sent by mail, the notice shall be deemed to be served after 24 hours from the date of delivery of the same to the post. Where a notice is served by way of public announcement, the date on which the public notice is first published shall be deemed as the date of service. \| Article 221 Where a notice of the Company is served by hand, the addressee shall be required to sign his name (or affix his chop) on the receipt, and the date on which the addressee signs the receipt shall be the date of service. Where a notice of the Company is sent by mail, the notice shall be deemed to be served after the first working day from the date of delivery of the same to the post. Where a notice is served by way of public announcement, the date on which the public notice is first published shall be deemed as the date of service. \| \| CHAPTER XVIII SUPPLEMENTARY PROVISIONS \| CHAPTER XVII SUPPLEMENTARY PROVISIONS \| \| Article 230 The Board shall be responsible for the interpretation of the Articles of Association. Matters not covered by the Articles of Association shall be proposed by the Board of Directors and submitted to the general meeting of shareholders for adoption by resolution. \| Article 223 The Board shall be responsible for the interpretation of the Articles of Association. Matters not covered by the Articles of Association shall be proposed by the Board of Directors and submitted to the general meeting for adoption by resolution. \| \| Article 231 Except for any resolutions of the Board and any resolutions of general meetings passed pursuant to Article 230 hereof, the resolutions of the Company's general meetings and the Board, as well as the rules and regulations of the Company established therein that are inconsistent with the Articles of Association shall be null and void. \| Article 224 Except for any resolutions of the Board and any resolutions of general meetings passed pursuant to Article 223 hereof, the resolutions of the Company's general meetings and the Board, as well as the rules and regulations of the Company established therein that are inconsistent with the Articles of Association shall be null and void. \| \| Article 235 Annex to the Articles of Association shall include the procedural rules for business discussion at a general meeting, the procedural rules for business discussion at a board meeting, the procedural rules for business discussion at a supervisory meeting and the system of the independent directors. \| Article 228 Annex to the Articles of Association shall include the procedural rules for business discussion at a general meeting, the procedural rules for business discussion at a Board meeting and the work system of the independent directors. \| – 141 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| CHAPTER I GENERAL PROVISIONS \| CHAPTER I GENERAL PROVISIONS \| \| Article 1 These rules of procedures (hereinafter referred to as “these Rules”) are formulated to standardize the conduct of Liaoning Port Co., Ltd. (hereinafter referred to as the “Company”), and to ensure the lawful exercise of powers by the general meeting, in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for the Shareholders’ Meetings of Listed Companies (hereinafter referred to as “Rules for the Shareholders’ Meetings”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the Guidelines to Articles of Association of Listed Companies, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Articles of Association of Liaoning Port Co., Ltd. (hereinafter referred to as the “Articles of Association”), and other relevant regulations. \| Article 1 These rules of procedures (hereinafter referred to as “these Rules”) are formulated to standardize the conduct of Liaoning Port Co., Ltd. (hereinafter referred to as the “Company”), and to ensure the lawful exercise of powers by the general meeting, in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for the General Meetings of Listed Companies (hereinafter referred to as “Rules for the General Meetings”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the Guidelines to Articles of Association of Listed Companies, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Articles of Association of Liaoning Port Co., Ltd. (hereinafter referred to as the “Articles of Association”), and other relevant regulations. \| - 142 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 2 The listed companies shall convene general meetings in strict accordance with the relevant provisions of laws, administrative regulations and the articles of association to ensure that the shareholders can legally exercise their rights. \| Article 2 The Company shall convene general meetings in strict accordance with the relevant provisions of laws, administrative regulations and the articles of association to ensure that the shareholders can legally exercise their rights. \| \| Article 3 The Board of the listed companies shall properly carry out its duties and convene general meeting seriously at the prescribed time. All directors of the Board shall be diligent and responsible to ensure that general meetings are convened in the normal course and its functions carried out in accordance with laws. \| Article 3 The Board of the Company shall properly carry out its duties and convene general meeting seriously at the prescribed time. All directors of the Board shall be diligent and responsible to ensure that general meetings are convened in the normal course and its functions carried out in accordance with laws. \| - 143 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| CHAPTER 2 GENERAL PROVISIONS OF THE GENERAL MEETING \| CHAPTER 2 GENERAL PROVISIONS OF THE GENERAL MEETING \| \| Article 4 The general meeting is the Company's authoritative organ which shall exercise its functions and powers in accordance with the laws: (1) to decide on the Company's operational policies and investment plans; (2) to elect and replace directors who are not employees' representatives and decide on matters relating to their remuneration; (3) to elect and replace supervisors who are shareholders' representatives and decide on matters relating to their remuneration; (4) to consider and approve the reports of the Board; (5) to consider and approve the reports of the Supervisory Committee; (6) to consider and approve the Company's preliminary annual budgets and final accounts; (7) to consider and approve the Company's profit distribution plans and loss recovery plans; (8) to decide on the increase or reduction of the Company's registered capital and the acquisition of the Company's shares; (9) to decide on matters such as merger, division, dissolution, liquidation and change in the form of the Company; \| Article 4 The Company's general meeting shall be composed of all shareholders. The general meeting is the Company's authoritative organ which shall exercise its functions and powers in accordance with the laws: (1) to elect and replace directors who are not employees' representatives and decide on matters relating to their remuneration; (2) to consider and approve the reports of the Board; (3) to consider and approve the Company's profit distribution plans and loss recovery plans; (4) to decide on the increase or reduction of the Company's registered capital; (5) to decide on matters such as merger, division, dissolution, liquidation and change in the form of the Company; (6) to decide on the issue of corporate bonds; (7) to decide on the appointment, dismissal and non-reappointment of the public accountant firm undertaking the audit business of the Company; (8) to amend the Articles of Association; (9) to consider the motions raised by shareholders who represent more than 1% of the total number of voting shares of the Company; \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| (10) to decide on the issue of bonds by the Company; \| (10) to consider and approve the guarantees provided for in provision of Article 5 of these Rules; \| \| (11) to decide on the appointment, dismissal and non-reappointment of the public accountant firm of the Company; \| (11) to consider the Company's significant acquisition or disposal of material assets within one year with a value exceeding 30% of the latest audited total assets of the Company; \| \| (12) to amend the Articles of Association; \| \| \| (13) to consider the motions raised by shareholders who represent more than 3% of the total number of voting shares of the Company; \| (12) to consider and approve changes in the use of proceeds from fund raising; \| \| (14) to consider and approve the provision of guarantees provided for in Article 5 of these Rules; \| (13) to consider the share incentive schemes and employee share ownership scheme; \| \| (15) to consider the Company's significant acquisition or disposal of material assets within one year with a value exceeding 30% of the latest audited total assets of the Company; \| (14) to consider other matters which, according to the laws, administrative regulations, departmental rules and regulations and the Articles of Association, should be decided by the shareholders at general meetings. \| \| (16) to consider and approve changes in the use of proceeds from fund raising; \| The general meeting may authorize the Board to make resolutions on the issuance of corporate bonds. \| \| (17) to consider the share incentive schemes; \| The Company may, by resolution at the general meeting, or by resolution at the Board authorized by the Articles of Association or the general meeting, issue shares or bonds convertible into shares, the specific implementation of which shall comply with the laws, administrative regulations, and the provisions of the CSRC and the stock exchanges. \| \| (18) to consider other matters which, according to the laws, administrative regulations, departmental rules and regulations and the Articles of Association, should be resolved by the shareholders at general meetings. \| \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| The aforesaid functions and powers of general meetings shall not be exercised by the Board or by other organizations and individuals on behalf of shareholders through authorization. General meetings may authorize or appoint the Board to deal with matters other than the aforesaid powers and functions. \| Unless otherwise stipulated in the laws, administrative regulations, the regulations of the CSRC or the rules of the stock exchange, the aforesaid functions and powers of general meetings shall not be exercised by the Board or by other organizations and individuals on behalf of shareholders through authorization. General meetings may authorize or appoint the Board to deal with matters other than the aforesaid powers and functions. \| \| Article 5 The following guarantees provided to third parties by the Company shall be subject to consideration and approval at general meetings: (1) a guarantee which is given after the total amount of the guarantees provided to third parties by the Company and its controlling subsidiaries which exceeds 50% of its latest audited net assets of the Company; (2) a guarantee which is given after the total amount of guarantees provided to third parties by the Company and its controlling subsidiaries which exceeds 30% of the latest audited total assets of the Company; (3) a guarantee which is provided in favour of an object which has an asset to liability ratio of over 70%; (4) a guarantee of which the single guarantee amount exceeds 10% of the latest audited net assets of the Company; \| Article 5 The following guarantees provided to third parties by the Company shall be subject to consideration and approval at general meetings: (1) a guarantee which is given after the total amount of the guarantees provided to third parties by the Company and its controlling subsidiaries which exceeds 50% of its latest audited net assets of the Company; (2) a guarantee which is given after the total amount of guarantees provided to third parties by the Company and its controlling subsidiaries which exceeds 30% of the latest audited total assets of the Company; (3) a guarantee which is provided in favour of an object which has an asset to liability ratio of over 70%; (4) a guarantee of which the single guarantee amount exceeds 10% of the latest audited net assets of the Company; \| – 146 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| (5) based on the principle of aggregating the total amount of guarantees for 12 consecutive months, any guarantee exceeding 30% of the Company's latest audited total assets; \| (5) any amount of guarantee provided by the Company to others within one year exceeding 30% of the Company's latest audited total assets; \| \| (6) a guarantee which is provided to shareholders, persons exercising de facto control over the Company and their respective connected parties; \| (6) a guarantee which is provided to shareholders, persons exercising de facto control over the Company and their respective connected parties; \| \| (7) such other guarantees as required by the stock exchange on which the shares of the Company are listed or by the Articles of Association. \| (7) such other guarantees as required by the stock exchange on which the shares of the Company are listed or by the Articles of Association. \| \| When the general meeting of the Company considers the guarantee in sub-clause (5) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. \| When the general meeting of the Company considers the guarantee in sub-clause (5) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. \| \| Guarantees provided to third parties which shall be approved at a general meeting shall be considered and approved by the Board before submission to the general meeting for approval. When the general meeting is considering a proposal to provide guarantees for any shareholder, persons exercising de facto control over the Company or their respective connected parties, the said shareholder or the shareholders controlled by the said persons exercising de facto control over the Company shall be abstained from voting on the proposal, and the approval of such proposal shall be subject to more than half of the voting rights of the other attending shareholders. \| Guarantees provided to third parties which shall be approved at a general meeting shall be considered and approved by the Board before submission to the general meeting for approval. When the general meeting is considering a proposal to provide guarantees for any shareholder, persons exercising de facto control over the Company or their respective connected parties, the said shareholder or the shareholders controlled by the said persons exercising de facto control over the Company shall be abstained from voting on the proposal, and the approval of such proposal shall be subject to more than half of the voting rights of the other attending shareholders. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Save and except for the aforesaid circumstances, the Board shall be authorized to consider and approve other guarantees provided to third parties. However, such guarantees must be approved by adopting a resolution by more than two thirds of the attending directors and such resolution should be approved by more than half of all directors of the Company, and disclosed timely. \| Save and except for the aforesaid circumstances, the Board shall be authorized to consider and approve other guarantees provided to third parties. However, such guarantees must be approved by adopting a resolution by more than two thirds of the attending directors and such resolution should be approved by more than half of all directors of the Company, and disclosed timely. \| \| Article 6 General meetings are divided into annual general meetings and extraordinary general meetings. General meetings shall be convened by the Board. Annual general meetings are held once a year and within six months from the end of the preceding financial year. \| Article 6 General meetings are divided into annual general meetings and extraordinary general meetings. General meetings shall be convened by the Board. Annual general meetings are held once a year and within six months from the end of the preceding financial year. \| \| Article 7 Under any of the following circumstances, the Board shall convene an extraordinary general meeting within two months: (1) the number of directors is less than that is required by the Company Law or two thirds of the number of directors specified in the Articles of Association; (2) the accrued losses of the Company amount to one third of the total amount of its share capital; (3) shareholder(s) holding 10% or more of the Company's outstanding issued shares carrying voting rights request(s) in writing the convening of an extraordinary general meeting; \| Article 7 Under any of the following circumstances, the Company shall convene an extraordinary general meeting within two months from the actual occurrence: (1) the number of directors is less than that is required by the Company Law or two thirds of the number of directors specified in the Articles of Association; (2) the accrued losses of the Company amount to one third of the total amount of its share capital; (3) shareholder(s), individually or jointly, holding 10% or more of the Company's shares so request(s); \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| (4) it is deemed necessary by the Board or requested by the Supervisory Committee to convene an extraordinary general meeting; \| (4) it is deemed necessary by the Board or requested by the Audit Committee to convene an extraordinary general meeting; \| \| (5) more than 2 of the independent directors propose to convene the meeting; \| (5) more than half of the independent directors propose to convene the meeting; \| \| (6) such other circumstance specified in the laws, administrative regulations, departmental rules or the Articles of Association. \| (6) such other circumstance specified in the laws, administrative regulations, departmental rules or the Articles of Association. \| \| In the event of Sub-clauses (3), (4) and (5) above, the agenda shall include the topics proposed by the meeting conveners. \| In the event of Sub-clauses (3), (4) and (5) above, the agenda shall include the topics proposed by the meeting conveners. \| \| Article 8 If the Company fails to convene a general meeting within the aforesaid period, it shall report to the local CSRC dispatching institution and the stock exchange, explain the reasons and make an announcement. \| Article 8 If the Company fails to convene a general meeting within the aforesaid period, it shall report to the local CSRC dispatching institution and the stock exchange, explain the reasons and make an announcement. \| \| Article 9 The venue for convening the general meeting shall be the domicile of the Company or other specific places notified by the general meeting conveners. \| Article 9 The venue for convening the general meeting shall be the domicile of the Company or other specific places notified by the general meeting conveners. \| \| The general meeting shall have a meeting venue and be convened by ways of on-site meetings. The Company will also provide online or other means to facilitate the participation by shareholders in general meetings. Shareholders who attend general meetings through the aforesaid means shall be deemed as present. \| The general meeting shall have a meeting venue and be convened by ways of on-site meetings, and in addition to the on-site meeting at a venue, it may also be simultaneously held by means of electronic communication. The Company will also provide online voting to facilitate the participation by shareholders in general meetings. Shareholders who attend general meetings through the aforesaid means shall be deemed as present. \| – 149 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 10 The Company shall engage lawyers to attend general meetings and advise on the following issues with announcements made thereon: (1) whether the convening of the general meeting and its procedures are in compliance with the laws, administrative regulations and the Articles of Association; (2) whether the attendees are eligible and whether the eligibility of the convener is both lawful and valid or not; (3) whether the procedures of voting and the voting results of the meeting are both lawful and valid or not; (4) legal opinions on other related matters at the request of the Company. \| Article 10 The Company shall engage lawyers to attend general meetings and advise on the following issues with announcements made thereon: (1) whether the convening of the general meeting and its procedures are in compliance with the provisions of the laws, administrative regulations and the Articles of Association; (2) whether the attendees are eligible and whether the eligibility of the convener is both lawful and valid or not; (3) whether the procedures of voting and the voting results of the meeting are both lawful and valid or not; (4) legal opinions on other related matters at the request of the Company. \| \| CHAPTER 3 CONVENING OF THE GENERAL MEETING \| CHAPTER 3 CONVENING OF THE GENERAL MEETING \| \| Article 11 The Board shall convene general meetings on a regular basis in accordance with the provisions of these Rules. \| Article 11 The Board shall convene general meetings on a regular basis in accordance with the provisions of these Rules. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 12 More than half of independent directors shall be entitled to propose to the Board the convening of an extraordinary general meeting. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of the extraordinary general meeting within ten days upon receipt of such proposal of convening an extraordinary general meeting by independent directors. If the Board agrees to convene an extraordinary general meeting, a notice of meeting shall be issued within five days after adopting the relevant resolution by the Board. If the Board does not agree to convene an extraordinary general meeting, reasons for such disagreement shall be given by way of announcement. \| Article 12 Upon approval by a majority of all independent directors, the independent directors shall be entitled to propose to the Board the convening of an extraordinary general meeting. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of the extraordinary general meeting within ten days upon receipt of such proposal of convening an extraordinary general meeting by independent directors. If the Board agrees to convene an extraordinary general meeting, a notice of meeting shall be issued within five days after adopting the relevant resolution by the Board. If the Board does not agree to convene an extraordinary general meeting, reasons for such disagreement shall be given by way of announcement. \| - 151 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 13 The Supervisory Committee shall be entitled to propose to the Board the convening of an extraordinary general meeting, provided that such proposal shall be made in writing. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten days upon receipt of such proposal. \| Article 13 The Audit Committee proposes to the Board the convening of an extraordinary general meeting, provided that such proposal shall be made in writing. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten days upon receipt of such proposal. \| \| If the Board agrees to convene an extraordinary general meeting, a notice of meeting shall be issued within five days after adopting the relevant resolution by the Board. Any change to the original proposal made in the notice shall require the approval of the Supervisory Committee. \| If the Board agrees to convene an extraordinary general meeting, a notice of meeting shall be issued within five days after adopting the relevant resolution by the Board. Any change to the original proposal made in the notice shall require the approval of the Audit Committee. \| \| If the Board does not agree to convene an extraordinary general meeting or does not furnish any reply within ten days after receiving such proposal, the Board shall be deemed to be incapable of or failing in performing the duty of convening a general meeting, in which case the Supervisory Committee may convene and preside over such meeting on an unilateral basis. \| If the Board does not agree to convene an extraordinary general meeting or does not furnish any reply within ten days after receiving such proposal, the Board shall be deemed to be incapable of or failing in performing the duty of convening a general meeting, in which case the Audit Committee may convene and preside over such meeting on an unilateral basis. \| - 152 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 14 Shareholders severally or jointly holding 10% or more of the Company’s shares shall be entitled to request the Board to convene extraordinary general meetings, provided that such request shall be made in writing. The Board shall, in accordance with provisions of the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten days after receiving such proposal of the same. If the Board agrees to convene an extraordinary general meeting, the notice of general meeting shall be issued within five days after adopting the relevant resolution of the Board. Any changes to the original request made in the notice shall be subject to prior approval of the shareholders concerned. If the Board does not agree to convene an extraordinary general meeting or does not furnish any reply within ten days after receiving such proposal, the shareholders severally or jointly holding 10% or more of the Company’s shares shall be entitled to propose to the Supervisory Committee the convening of extraordinary general meeting, provided that such proposal shall be made in writing. If the Supervisory Committee agrees to convene an extraordinary general meeting, the notice of convening the general meeting shall be issued within five days after receiving such request. Any changes to the original request made in the notice shall require prior approval of the shareholders concerned. \| Article 14 Shareholders severally or jointly holding 10% or more of the Company’s shares shall be entitled to request the Board to convene extraordinary general meetings, provided that such request shall be made in writing. The Board shall, in accordance with provisions of the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten days after receiving such proposal of the same. If the Board agrees to convene an extraordinary general meeting, the notice of general meeting shall be issued within five days after adopting the relevant resolution of the Board. Any changes to the original request made in the notice shall be subject to prior approval of the shareholders concerned. If the Board does not agree to convene an extraordinary general meeting or does not furnish any reply within ten days after receiving such proposal, the shareholders severally or jointly holding 10% or more of the Company’s shares shall be entitled to propose to the Audit Committee the convening of extraordinary general meeting, provided that such proposal shall be made in writing. If the Audit Committee agrees to convene an extraordinary general meeting, the notice of convening the general meeting shall be issued within five days after receiving such request. Any changes to the original request made in the notice shall require prior approval of the shareholders concerned. \| - 153 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Failure of the Supervisory Committee to issue a notice of general meeting within the stipulated period shall be deemed as the failure of the Supervisory Committee to convene and preside over a general meeting, and the shareholders severally or jointly holding 10% or more of the Company’s shares for more than ninety consecutive days shall be entitled to convene and preside over the meeting on an unilateral basis. \| Failure of the Audit Committee to issue a notice of general meeting within the stipulated period shall be deemed as the failure of the Audit Committee to convene and preside over a general meeting, and the shareholders severally or jointly holding 10% or more of the Company’s shares for more than ninety consecutive days shall be entitled to convene and preside over the meeting on a unilateral basis. \| \| Article 15—Where the shareholders require the holding of an extraordinary general meeting, it shall be performed in accordance with the following procedures: Two or more shareholders holding in aggregate more than 10% of the shares carrying the right to vote at the meeting to be held shall sign one or more counterpart requisitions stating the objectives of the meeting and requiring the Board to convene a shareholders’ extraordinary general meeting. For such proposal, the Board shall, in accordance with laws, administrative regulations and the Articles of Association, make a written response as to whether or not it agrees to convene an extraordinary general meeting of shareholders, within 10 days upon receipt of such proposal: If the Board agrees to convene the extraordinary general meeting, a notice of such meeting shall be issued within 5 days after the resolution of the Board is passed. Changes made to the original proposal in the notice shall be approved by the relevant shareholder. \| Delete the entire Article \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| If the Board does not agree to convene the extraordinary general meeting, or fails to give a relevant notice within 10 days after the receipt of the request; shareholders; individually or jointly, holding more than 10% of the Company's shares may request the Supervisory Committee to convene an extraordinary general meeting of shareholders; and such proposals shall be made to the Supervisory Committee in writing: If the Supervisory Committee agrees to convene the extraordinary general meeting, a notice of such meeting shall be issued within 5 days after the receipt of the request. Changes made to the original proposal in the notice shall be approved by the relevant shareholder. If the Supervisory Committee fails to give a relevant notice within the designated period, it shall be deemed that the Supervisory Committee fails to convene and preside over the shareholders' general meeting. The shareholder(s) continuously holding for 90 days individually or collectively more than 10% of the shares of the Company may convene and preside over the meeting by himself/themselves. Any reasonable expenses incurred by shareholders' convening and presiding over a meeting by reason of the failure of the Board and the Supervisory Committee to duly convene a meeting as requested above shall be borne by the Company. \| \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 16 If the Supervisory Committee or shareholders determine to convene a general meeting on their own, they shall give a written notice to the Board and file the same with the stock exchange for record. The shareholding proportion of the convening shareholders shall not be lower than 10% prior to the announcement of the resolutions of the general meeting. The convening shareholders shall submit relevant evidence to the stock exchange upon issuance of the notice of general meeting and the announcement of the resolutions of the general meeting. \| Article 15 If the Audit Committee or shareholders determine to convene a general meeting on their own, they shall give a written notice to the Board and file the same with the stock exchange for record. The shareholding proportion of the convening shareholders shall not be lower than 10% prior to the announcement of the resolutions of the general meeting. The Audit Committee or convening shareholders shall submit relevant evidence to the stock exchange upon issuance of the notice of general meeting and the announcement of the resolutions of the general meeting. \| \| Article 17 The Board and the secretary to the Board shall cooperate with respect to matters relating to a general meeting convened by the Supervisory Committee or the shareholders on their own. The Board shall provide the shareholder registers as of the date of equity registration. If the Board fails to provide the register of members, the convener in possession of the relevant notice or announcement on the convening of the general meeting may apply to the securities registration and clearing institution or agents to obtain such register. The register of members obtained by the convener shall not be used for any purpose other than the convening of the general meeting. \| Article 16 The Board and the secretary to the Board shall cooperate with respect to matters relating to a general meeting convened by the Audit Committee or the shareholders on their own. The Board shall provide the shareholder registers as of the date of equity registration. If the Board fails to provide the register of members, the convener in possession of the relevant announcement of the notice convening the general meeting may apply to the securities registration and clearing institution to obtain such register. The register of members obtained by the convener shall not be used for any purpose other than the convening of the general meeting. \| - 156 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 18 If a general meeting is convened by the Supervisory Committee or the shareholders on their own, all necessary expenses arising therefrom shall be borne by the Company. \| Article 17 If a general meeting is convened by the Audit Committee or the shareholders on their own, all necessary expenses arising therefrom shall be borne by the Company. \| \| CHAPTER IV PROPOSALS AND NOTICES OF THE GENERAL MEETING \| CHAPTER IV PROPOSALS AND NOTICES OF THE GENERAL MEETING \| \| Article 19 A motion proposed at general meetings shall meet the following conditions: (1) the substance of the motion proposed shall not be in conflict with the laws, administrative regulations and the requirements set forth in the Articles of Association, and shall fall within the scope of business of the Company and the scope of responsibilities of general meetings; (2) there is a clear subject matter of discussion and a specific resolution; (3) the motion shall be submitted or served to the Board in writing. \| Article 18 A motion proposed at general meetings shall meet the following conditions: (1) the substance of the motion proposed shall not be in conflict with the laws, administrative regulations and the requirements set forth in the Articles of Association, and shall fall within the scope of business of the Company and the scope of powers of general meetings; (2) there is a clear subject matter of discussion and a specific resolution; (3) the motion shall be submitted or served to the Board in writing. \| – 157 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 20 Whenever the Company convenes a general meeting, the Board, the Supervisory Committee and shareholder(s) severally or jointly holding 3% or more of the total number of the Company’s shares shall have the right to propose motions to the Company. Shareholder(s) severally or jointly holding 3% or more of the total number of the Company’s shares shall have the right to propose an ex tempore motion ten days prior to the general meeting by submitting the same to the convener in writing. The convener shall issue a supplemental notice of general meeting within two days after receiving the proposed motion to announce the contents of the ex tempore motion. Save as provided above, the convener shall not amend motions stated in or add new motions to the notice of general meeting after the same has been issued and announced. No voting or resolution shall be effected or adopted at the general meeting for motions that have not been stated in the notice of general meeting or that do not comply with Article 19 of these Rules. \| Article 19 Whenever the Company convenes a general meeting, the Board, the Audit Committee and shareholder(s) severally or jointly holding 1% or more of the total number of the Company’s shares shall have the right to propose motions to the Company. Shareholder(s) severally or jointly holding 1% or more of the total number of the Company’s shares shall have the right to propose an ex tempore motion ten days prior to the general meeting by submitting the same to the convener in writing. The convener shall issue a supplemental notice of general meeting within two days after receiving the proposed motion to announce the contents of the ex tempore motion and submit it for consideration at the general meeting. However, such ex tempore motion shall not apply if it violates laws, administrative regulations, or the provisions of the Articles of Association, or falls outside the scope of functions and powers of the general meeting. Save as provided above, the convener shall not amend motions stated in or add new motions to the notice of general meeting after the same has been issued and announced. No voting or resolution shall be effected or adopted at the general meeting for motions that have not been stated in the notice of general meeting or that do not comply with Article 18 of these Rules. \| - 158 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 21 When the Company convenes an annual general meeting, a public announcement to notify all shareholders shall be given twenty-one days before the date of the meeting, and when the Company convenes an extraordinary general meeting, a public announcement to notify all shareholders shall be given fifteen days before the date of the meeting. In determining the commencement date of the period, the Company shall not include the date on which the meeting is held. \| Article 20 A public announcement to notify all shareholders shall be given by the convener twenty-one days before the date of the annual general meeting, and a public announcement to notify all shareholders shall be given fifteen days before the date of the extraordinary general meeting. In determining the commencement date of the period, the Company shall not include the date on which the meeting is held. \| - 159 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 22 A notice of a general meeting shall be subject to and conditional upon: (1) specifying the place, the date and time of the meeting; (2) stating the issues and proposals to be considered at the meeting; (3) specifying the registration date of the shareholders entitled to attend the general meeting; (4) containing a conspicuous statement that a shareholder entitled to attend and vote may appoint one or more proxies to attend and vote instead of him and such proxy is not necessarily be a shareholder; (5) specifying the name and telephone number of the contact person of the meeting: \| Article 21 A notice of a general meeting includes the following: (1) the place, time and duration of the meeting; (2) the issues and proposals to be submitted for consideration at the meeting; (3) the registration date of the shareholders entitled to attend the general meeting; (4) containing a conspicuous statement that all holders of ordinary shares (including preferred shareholders with restored voting rights), shareholders holding shares with special voting rights, and other shareholders shall have the right to attend the general meeting and may appoint a proxy in writing to attend and vote at the meeting and such proxy is not necessarily a shareholder of the Company; (5) specifying the name and telephone number of the contact person of the meeting; (6) the times and procedures for voting on the Internet or by other means. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| For issues to be discussed requiring the opinions of independent directors, the notice of general meeting or the supplementary notice shall disclose both the opinions and the reasons of independent directors. Where the Company convenes the general meeting online or by other means, the notice of meeting shall specify the time and procedures of online voting or other means of voting. Online or other means of voting for general meeting shall start no earlier than 3:00 p.m. on the day before the convening of the on-site general meeting and no later than 9:30 a.m. on the day of convening of the on-site general meeting, and shall end no earlier than 3:00 p.m. on the day when the on-site general meeting is concluded. The interval between the registration date and the date of the meeting shall not be more than 7 working days. No changes may be made once the registration date is confirmed. \| All specifics of the entire proposals shall be fully and completely disclosed in the notice of the general meeting and supplementary notice. Where the Company convenes the general meeting online or by other means, the notice of meeting shall specify the time and procedures of online voting or other means of voting. Online or other means of voting for general meeting shall start no earlier than 3:00 p.m. on the day before the convening of the on-site general meeting and no later than 9:30 a.m. on the day of convening of the on-site general meeting, and shall end no earlier than 3:00 p.m. on the day when the on-site general meeting is concluded. The interval between the registration date and the date of the meeting shall not be more than 7 working days. No changes may be made once the registration date is confirmed. \| \| Article 23 The Company shall, based on the written replies received within the period specified in Article 21 of the Articles of Association, calculate the number of voting shares represented by the shareholders who intend to attend the meeting. \| Article 22 The Company shall, based on the written replies received within the period specified in Article 20 of the Articles of Association, calculate the number of voting shares represented by the shareholders who intend to attend the meeting. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 24 Where the general meeting intends to deliberate the election of directors or supervisors, the notice of meeting shall fully disclose the detailed information on the candidates of directors or supervisors, at least in the following aspects: \| Article 23 Where the general meeting intends to deliberate the election of directors, the notice of meeting shall fully disclose the detailed information on the candidates of directors or supervisors, at least in the following aspects: \| \| (1) personal information such as educational background, working experience and other engagements; \| (1) personal information such as educational background, working experience and other engagements; \| \| (2) whether such candidate has any affiliation with directors, supervisors, senior management members of the Company, persons exercising de facto control over the Company and shareholders holding 5% or more of the shares; \| (2) whether such candidate has any affiliation with the Company or the Company's controlling shareholders and persons exercising de facto control over the Company; \| \| (3) circumstances, if any, prohibiting such candidate from serving as a director or supervisor of a listed company; \| (3) circumstances, if any, prohibiting such candidate from serving as a director of a listed company; \| \| (4) the number of shares of the Company such candidate holds; \| (4) the number of shares of the Company such candidate holds; \| \| (5) whether such candidate has been penalised by the CSRC or any other relevant authorities and the stock exchange; \| (5) whether such candidate has been penalised by the CSRC or any other relevant authorities and the stock exchange; \| \| (6) other important matters required to be disclosed by laws, regulations and regulatory rules of the places where the Company's securities are listed and other provisions. \| (6) other important matters required to be disclosed by laws, regulations and regulatory rules of the places where the Company's securities are listed and other provisions. \| \| Save and except for directors or supervisors who are elected by way of cumulative voting system, a single proposal shall be put forward for each candidate of directors or supervisors. \| Save and except for directors who are elected by way of cumulative voting system, a single proposal shall be put forward for each candidate of directors. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 25 Notice of general meeting shall be served on the shareholders (whether or not they are entitled to vote at the meeting), by the means of notice as provided in the Articles of Association or other means as permitted by the stock exchange(s) where the Company's securities are listed. \| Article 24 Notice of general meeting shall be served on the shareholders (whether or not they are entitled to vote at the meeting), by the means of notice as provided in the Articles of Association or other means as permitted by the stock exchange(s) where the Company's securities are listed. \| \| Article 26 Upon serving a notice convening a general meeting on the shareholders, the general meeting shall not be postponed or canceled without any justified cause, and the proposals set out in the notice convening the general meeting should not be canceled. Should there be any postponement or cancellation, the convener shall make an announcement at least two working days before the convening of the meeting and explain the reasons thereof. \| Article 25 Upon serving a notice convening a general meeting on the shareholders, the general meeting shall not be postponed or canceled without any justified cause, and the proposals set out in the notice convening the general meeting should not be canceled. Should there be any postponement or cancellation, the convener shall make an announcement at least two working days before the convening of the meeting and explain the reasons thereof. \| \| CHAPTER V CONVENING OF A GENERAL MEETING \| CHAPTER V CONVENING OF A GENERAL MEETING \| \| Article 27 The Board and other conveners shall take necessary measures to ensure the good order of the general meeting, take measures to deter any act disturbing the meeting, picking quarrels and provoking troubles or infringing the lawful rights and interests of any shareholder, and shall report in a timely manner such act to the relevant department for investigation and penalisation. \| Article 26 The Board and other conveners will take necessary measures to ensure the good order of the general meeting, take measures to deter any act disturbing the meeting, picking quarrels and provoking troubles or infringing the lawful rights and interests of any shareholder, and shall report in a timely manner such act to the relevant department for investigation and penalisation. \| \| Article 28 All the shareholders or their proxies recorded in the register of members on the registration date are entitled to attend the general meeting, and shall exercise their voting rights pursuant to the laws, regulations and the Articles of Association. Shareholders may attend the meeting in person, or they may appoint proxies to attend the meeting on their behalf. \| Article 27 All the shareholders or their proxies recorded in the register of members on the registration date are entitled to attend the general meeting, and shall exercise their voting rights pursuant to the laws, regulations and the Articles of Association. Shareholders may attend the meeting in person, or they may appoint proxies to attend the meeting on their behalf. \| – 163 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 29 An individual shareholder who attends the general meeting in person shall produce his identification card or other valid credentials or evidence; his stock account card which can prove his identity. Where a proxy is appointed to attend the meeting, the proxy shall produce his own valid identification documents and the instrument for appointing a proxy. A legal entity shareholder shall attend the meeting by its legal representative or the attorney as appointed by such legal representative. A legal representative who attends the general meeting shall produce his identification card and valid documents which can prove his being qualified as the legal representative. Where an attorney is appointed to attend the meeting, the attorney shall produce his own identification card and the relevant power of attorney executed by such legal representative pursuant to the laws. \| Article 28 An individual shareholder who attends the general meeting in person shall produce his identification card or other valid credentials or evidence which can prove his identity. Where a proxy is appointed to attend the meeting, the proxy shall produce his own valid identification documents and the instrument for appointing a proxy. A legal entity shareholder shall attend the meeting by its legal representative or the attorney as appointed by such legal representative. A legal representative who attends the general meeting shall produce his identification card and valid documents which can prove his being qualified as the legal representative. Where an attorney is appointed to attend the meeting, the attorney shall produce his own identification card and the relevant power of attorney executed by such legal representative pursuant to the laws. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 30 Proxy forms issued by shareholders appointing other proxies to attend general meetings should include the following information:(1) name of the proxy; (2) whether or not having voting right; (3) instructions on voting for, against or abstention on each of the matters to be considered and specified in the agenda of the general meeting; (4) date of issue of the proxy form and its valid term; (5) signature (or seal) of the appointer. If the appointer is a legal entity shareholder, it should be affixed with the seal of the legal entity. \| Article 29 Proxy forms issued by shareholders appointing other proxies to attend general meetings should include the following information:(1) name of the appointer, class and number of the Company's shares held by it; (2) name of the proxy; (3) Specific instructions from shareholders, including instructions on voting for, against or abstention on each of the matters to be considered and specified in the agenda of the general meeting; (4) date of issue of the proxy form and its valid term; (5) signature (or seal) of the appointer. If the appointer is a legal entity shareholder, it should be affixed with the seal of the legal entity. \| \| Article 31 The proxy form should specify whether the proxy is entitled to vote at his own discretion in the absence of specific instruction from the shareholder. \| Delete the entire Article \| \| Article 32 The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a legal entity, either under seal or under the hand of a director or attorney duly authorised. Such power of attorney shall contain the number of shares represented by a proxy; if several persons are appointed as proxies, the number of shares represented by each proxy should be specified. \| Delete the entire Article \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 33 If a proxy form for a voting proxy is signed by an attorney authorised by an appointer, the relevant power of attorney or any other authorization documents shall be notarized. The power of attorney or other authorization documents so notarized together with the proxy form for a voting proxy shall be deposited at the domicile of the Company or any other addresses specified in the notice convening the meeting. If an appointer is a legal person, its legal representative or any other person authorized by its Board of Directors or by other decision-making authorities may attend a general meeting on behalf of such appointer. \| Article 30 If a proxy form for a voting proxy is signed by an attorney authorised by an appointer, the relevant power of attorney or any other authorization documents shall be notarized. The power of attorney or other authorization documents so notarized together with the proxy form for a voting proxy shall be deposited at the domicile of the Company or any other addresses specified in the notice convening the meeting. \| \| Article 34 The register of attendees of the meeting shall be prepared by the Company. Such register of the meeting shall specify such information as the name, identity card number, residential address of, number of voting shares held or represented by the persons (or units) attending the meeting, and name of the persons (or units) the proxy represent(s). \| Article 31 The register of attendees of the meeting shall be prepared by the Company. Such register of the meeting shall specify such information as the name, identity card number, number of voting shares held or represented by the persons (or units) attending the meeting, and name of the persons (or units) the proxy represent(s). \| \| Article 35 In connection with the convening of the general meeting, the convener and the legal counsel retained by the Company shall jointly verify the qualifications of shareholders according to the register of members provided by the securities depository and clearing institution, and shall register the name of the shareholders and the number of their voting shares. Such registration shall be concluded prior to the announcement by the chairman of the general meeting of the number of shareholders and their proxies attending the meeting and the total number of their voting shares. \| Article 32 The convener and the legal counsel retained by the Company shall jointly verify the qualifications of shareholders according to the register of members provided by the securities depository and clearing institution, and shall register the name of the shareholders and the number of their voting shares. Such registration shall be concluded prior to the announcement by the chairman of the general meeting of the number of shareholders and their proxies attending the meeting and the total number of their voting shares. \| – 166 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 36 All directors and supervisors and the board secretary shall attend the general meeting, whereas the general manager, deputy general manager and other senior management members shall be present at the meeting. \| Article 33 If the general meeting requires a director or senior manager to attend the meeting, the director or senior manager shall do so and shall answer the shareholders' inquiries. \| \| Article 37 A general meeting shall be presided over and chaired by the Chairman of the Board. If the Chairman is unable or fails to perform such duties, a director to be elected by more than one half of the directors shall preside over and chair the meeting on behalf of the Chairman; if no chairman of the meeting has been designated or is able to be elected by more than one half of the directors, shareholders so present at the meeting shall elect one director to preside over and chair the meeting. General meeting convened by the Supervisory Committee shall be presided over by the chairman of the Supervisory Committee. If the chairman of the Supervisory Committee is unable or fails to perform his duties, a supervisor elected by more than half of supervisors shall preside over the meeting. A general meeting convened by the shareholders themselves shall be presided over by a representative nominated by the convening shareholders. When a general meeting is held and the chairman of the meeting violates the rules of procedures such that the general meeting cannot proceed, a person may be elected to preside over the meeting, subject to approval of shareholders entitled to more than half of the voting rights present at the meeting. \| Article 34 A general meeting shall be presided over by the Chairman of the Board. If the Chairman is unable or fails to perform such duties, a director to be elected by more than one half of the directors shall preside over the meeting. General meeting convened by the Audit Committee shall be presided over by the convener of the Audit Committee. If the convener of the Audit Committee is unable or fails to perform his duties, a member elected by more than half of members shall preside over the meeting. A general meeting convened by the shareholders themselves shall be presided over by the convening shareholders or their nominated representative. When a general meeting is held and the chairman of the meeting violates the rules of procedures such that the general meeting cannot proceed, a person may be elected to preside over the meeting, subject to approval of shareholders entitled to more than half of the voting rights present at the meeting. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 38 At the annual general meeting, the Board and the Supervisory Committee shall report their respective work of the previous year to the general meeting, and each independent director shall also make his duty report correspondingly. \| Article 35 At the annual general meeting, the Board shall report their respective work of the previous year to the general meeting, and each independent director shall also make his duty report correspondingly. \| \| Article 39 Directors, supervisors and senior management members shall give explanation and description to the inquiries and suggestions raised by the shareholders at the general meeting. \| Article 36 Directors and senior management members shall give explanation and description to the inquiries and suggestions raised by the shareholders at the general meeting. \| \| Article 40 Chairman of the meeting should announce the number of shareholders and proxies attending the meeting and the total number of voting shares held by them before voting. The number of shareholders and proxies attending the meeting and the total number of voting shares held by them are based on the record of meeting registration. \| Article 37 Chairman of the meeting should announce the number of shareholders and proxies attending the meeting and the total number of voting shares held by them before voting. The number of shareholders and proxies attending the meeting and the total number of voting shares held by them are based on the record of meeting registration. \| - 168 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 41 The secretary to the Board shall be responsible for preparing minutes of general meetings, which shall contain: \| Article 38 The secretary to the Board shall be responsible for preparing minutes of general meetings, which shall contain: \| \| (1) the time, venue, agendas of the meeting, and the name of the convener; \| (1) the time, venue, agendas of the meeting, and the name of the convener; \| \| (2) the names of the chairman of the meeting, the directors, supervisors, general manager, deputy general manager and other senior management members attending or present at the meeting; \| (2) the names of the chairman of the meeting, the directors and other senior management members present at the meeting; \| \| (3) the number of shareholders and proxies attending the meeting, the total number of their voting shares and their respective proportions to the total number of shares of the Company; \| (3) the number of shareholders and proxies attending the meeting, the total number of their voting shares and their respective proportions to the total number of shares of the Company; \| \| (4) the process of deliberation of each proposal, the main points of speeches and the voting results; \| (4) the process of deliberation of each proposal, the main points of speeches and the voting results; \| \| (5) the inquiries or suggestions of the shareholders and the corresponding replies or explanations; \| (5) the inquiries or suggestions of the shareholders and the corresponding replies or explanations; \| \| (6) the names of legal counsel, vote counters, and scrutineer; \| (6) the names of legal counsel, vote counters, and scrutineer; \| \| (7) such other contents which should be contained in the minutes of the meeting as prescribed by the Articles of Association. \| (7) such other contents which should be contained in the minutes of the meeting as prescribed by the Articles of Association. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 42 The convener of meeting shall guarantee the truthfulness, accuracy and completeness of the minutes of the meetings. Directors, supervisors, the secretary to the Board, convener or their representatives, chairman of the meeting shall sign on the minutes of the meetings. The minutes of meetings shall be kept together with the valid information such as the attendance register of the attending shareholders and the power of attorney of their proxies, the votes cast by way of internet and by other means shall be kept at the premises of the Company for a period of ten years. \| Article 39 The convener of meeting shall guarantee the truthfulness, accuracy and completeness of the minutes of the meetings. Directors, the secretary to the Board, convener or their representatives, chairman attending the meeting or being present at the meeting shall sign on the minutes of the meetings. The minutes of meetings shall be kept together with the valid information such as the attendance register of the attending shareholders and the power of attorney of their proxies, the votes cast by way of internet and by other means shall be kept at the premises of the Company for a period of ten years. \| \| Article 43 The convener shall ensure that the continuity of the general meeting until the final resolution is formed. Where the general meeting is suspended or no resolution can be made due to force majeure or any other special causes, necessary measures shall be taken to resume as soon as possible or directly terminate the general meeting, and an announcement shall be made in a timely manner. Meanwhile, the convener shall submit a report to the agency of the CSRC or the stock exchange on which the Company's shares are listed. \| Article 40 The convener shall ensure that the continuity of the general meeting until the final resolution is formed. Where the general meeting is suspended or no resolution can be made due to force majeure or any other special causes, necessary measures shall be taken to resume as soon as possible or directly terminate the general meeting, and an announcement shall be made in a timely manner. Meanwhile, the convener shall submit a report to the agency of the CSRC or the stock exchange on which the Company's shares are listed. \| - 170 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| CHAPTER VI VOTING AT AND RESOLUTIONS OF A GENERAL MEETING \| CHAPTER VI VOTING AT AND RESOLUTIONS OF A GENERAL MEETING \| \| Article 44 Resolutions of general meeting are divided into ordinary resolutions and special resolutions. To adopt an ordinary resolution at a general meeting, votes representing one-half or more of the voting rights represented by the shareholders (including the proxies) attending the meeting must be exercised in favour of the resolution in order for it to be passed. To adopt a special resolution at a general meeting, votes representing two thirds or more of the voting rights represented by the shareholders (including the proxies) attending at the meeting must be exercised in favour of the resolution in order for it to be passed. \| Article 41 Resolutions of general meeting are divided into ordinary resolutions and special resolutions. To adopt an ordinary resolution at a general meeting, votes representing a majority of the voting rights represented by the shareholders (including the proxies) attending the meeting must be exercised in favour of the resolution in order for it to be passed. To adopt a special resolution at a general meeting, votes representing two thirds or more of the voting rights represented by the shareholders (including the proxies) attending at the meeting must be exercised in favour of the resolution in order for it to be passed. \| \| Article 45 The following matters shall be resolved by an ordinary resolution at a general meeting: (1) working reports of the Board and the Supervisory Committee; (2) plans formulated by the Board for distribution of profits and for making up losses; (3) removal of any members of the Board and members of the Supervisory Committee, and determination of their remuneration and method of payment; (4) annual budget plan and final accounts plan of the Company; (5) annual reports of the Company; (6) such other matters other than those specified by the laws, administrative regulations or the Articles of Association to be resolved by special resolutions. \| Article 42 The following matters shall be resolved by an ordinary resolution at a general meeting: (1) working reports of the Board; (2) plans formulated by the Board for distribution of profits and for making up losses; (3) appointment or removal of any members of the Board, and determination of their remuneration and method of payment; (4) such other matters other than those specified by the laws, administrative regulations or the Articles of Association to be resolved by special resolutions. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 46 The following matters shall be resolved by a special resolution at a general meeting: (1) the increase or decrease in share capital; repurchase of shares of the Company and the issue of shares of any class, warrants and other similar securities of the Company; (2) the division, spin-off, merger, dissolution, liquidation and change of the form of the Company; (3) amendments to the Articles of Association; (4) the plans of the Company to purchase or sell major assets or provides a guarantee, within a year, the amount of which exceeds 30% of the Company's latest audited total assets; (5) share incentive scheme; (6) such other matters provided by the laws, administrative regulations or the Articles of Association and be considered by the general meeting by way of an ordinary resolution to be of a nature which may have a material impact on the Company and shall be adopted by a special resolution. \| Article 43 The following matters shall be resolved by a special resolution at a general meeting: (1) the increase or decrease in registered capital; (2) the division, spin-off, merger, dissolution, liquidation and change of the form of the Company; (3) amendments to the Articles of Association; (4) the plans of the Company to purchase or sell major assets or provides a guarantee to others, within a year, the amount of which exceeds 30% of the Company's latest audited total assets; (5) share incentive scheme; (6) such other matters provided by the laws, administrative regulations or the Articles of Association and be considered by the general meeting by way of an ordinary resolution to be of a nature which may have a material impact on the Company and shall be adopted by a special resolution. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 47 In the case of voting at general meetings, shareholders (including their proxies) may exercise their voting rights in accordance with the number of their voting shares. Each share shall have one vote. \| Article 44 In the case of voting at general meetings, shareholders (including their proxies) may exercise their voting rights in accordance with the number of their voting shares. Each share shall have one vote. \| \| Where material issues affecting the interests of small and medium investors are being considered at the general meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner. \| Where material issues affecting the interests of small and medium investors are being considered at the general meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner. \| \| The Company shall have no voting rights for the shares it holds, and such portion of the shares shall not be included in the total number of voting shares represented at the meeting. \| The Company shall have no voting rights for the shares it holds, and such portion of the shares shall not be included in the total number of voting shares represented at the general meeting. \| \| Shareholders, who purchase the voting shares of the Company in violation of provisions of the first clause and second clause of Article 63 of the Securities Law, shall not exercise the voting rights of the shares that exceed the prescribed ratio within 36 months after the purchase, and such shares shall not be included in the total number of voting shares at a general meeting. \| Shareholders, who purchase the voting shares of the Company in violation of provisions of the first clause and second clause of Article 63 of the Securities Law, shall not exercise the voting rights of the shares that exceed the prescribed ratio within 36 months after the purchase, and such shares shall not be included in the total number of voting shares at a general meeting. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| The review and consideration of the connected transactions or continuing connected transactions at the general meeting shall be subject to laws, administrative regulations and regulatory requirements of the place(s) where the Company’s shares are listed, including the Listing Rules amended from time to time by SEHK. If required by the listing rules of the stock exchange on which the Company’s shares are listed, the shareholders associated with such transactions should abstain from voting and the number of voting shares represented by them shall not be taken in the total number of valid voting. The announcement on the resolutions at the general meeting should contain a complete disclosure of the voting details of non-associated shareholders. The Board, independent directors, shareholders holding more than 1% of voting shares or investor protection agencies established in accordance with laws, administrative regulations or the provisions of the CSRC may, as the caller, by themselves or entrusting securities company, securities service agency, publicly request the shareholders of the Company to entrust them to attend the general meeting and to exercise the shareholders’ rights such as proposal right and voting rights on their behalf. \| The review and consideration of the connected transactions or continuing connected transactions at the general meeting shall be subject to laws, administrative regulations and regulatory requirements of the place(s) where the Company’s shares are listed, including the Listing Rules amended from time to time by SEHK. If required by the listing rules of the stock exchange on which the Company’s shares are listed, the shareholders associated with such transactions should abstain from voting and the number of voting shares represented by them shall not be taken in the total number of valid voting. The announcement on the resolutions at the general meeting should contain a complete disclosure of the voting details of non-associated shareholders. The Board, independent directors, shareholders holding more than 1% of voting shares or investor protection agencies established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders’ voting rights. The specific voting intentions and other information shall be fully disclosed to the persons whose voting rights are being solicited when soliciting shareholders’ voting rights. No payment or other form of de facto payment shall be made to the shareholders’ voting rights for such solicitation. Save for the statutory conditions, the Company shall not impose any limitation related to minimum shareholding on the collection of voting rights. \| – 174 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Where it solicits for rights of Shareholders in accordance with the preceding paragraph, the caller shall disclose the soliciting announcement and relevant soliciting documents and the Company shall cooperate. No payment or other form of de facto payment shall be made to the shareholders for such public solicitation. Save for the statutory conditions, the Company shall not impose any limitation related to minimum shareholding on the collection of voting rights. Where the public soliciting of shareholders' rights is in violation of laws, administrative regulations or relevant rules of the CSRC and causes damages to the Company or its shareholders, it shall assume liability for compensation in accordance with the laws. \| \| \| Article 48 Where the legality and validity of the general meeting are ensured, the Company shall facilitate the shareholders' participation in such meeting through various ways and means, including the provision of modern information technology means, such as the voting platform in the form of network. \| Article 45 Where the legality and validity of the general meeting are ensured, the Company shall facilitate the shareholders' participation in such meeting through various ways and means, including the provision of modern information technology means, such as the voting platform in the form of network. \| \| Article 49 Except that the Company is in special circumstances such as crises, the Company shall not, without the approval of shareholders by a special resolution at general meetings, enter into any contract with any person other than a director; general manager, deputy general manager or other senior management member whereby the administration of the whole or any substantial part of the business of the Company is to be handed over to such person. \| Article 46 Except that the Company is in special circumstances such as crises, the Company shall not, without the approval of shareholders by a special resolution at general meetings, enter into any contract with any person other than a director or senior management member whereby the administration of the whole or any substantial part of the business of the Company is to be handed over to such person. \| – 175 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 50 The approach and procedures for nomination of candidates for directors and supervisors are as follows: (1) shareholder(s) severally or jointly holding more than 3% of the total outstanding issued voting shares of the Company may, by way of a written proposal, put forward to the general meeting about the candidates for directors and supervisors (not being staff representatives). However, the number of candidates proposed shall comply with the provisions of the Articles of Association, and shall not be more than the number to be elected. The aforesaid proposal put forward by shareholders to the Company should be served to the Company at least 10 days before the convening of the general meeting. (2) within the number of head count as specified by the Articles of Association and based on the proposed number of candidates to be elected, the Board and the Supervisory Committee may propose a list of candidates for directors and supervisors, which shall be submitted to the Board and the Supervisory Committee for examination. After the list of candidates for directors and supervisors is determined according to the examination by the Board and the Supervisory Committee and the adoption of a resolution, it should be proposed at a general meeting by way of a written proposal. \| Article 47 The approach and procedures for nomination of candidates for directors are as follows: (1) shareholder(s) individually or collectively holding more than 1% of shares of the Company may, by way of a written proposal, put forward to the general meeting about the candidates for directors (not being staff representatives). However, the number of candidates proposed shall comply with the provisions of the Articles of Association, and shall not be more than the number to be elected. The aforesaid proposal put forward by shareholders to the Company should be served to the Company at least 10 days before the convening of the general meeting. (2) within the number of head count as specified by the Articles of Association and based on the proposed number of candidates to be elected, the Board may propose a list of candidates for directors, which shall be submitted to the Board for examination. After the list of candidates for directors is determined according to the examination by the Board and the adoption of a resolution, it should be proposed at a general meeting by way of a written proposal. (3) the method and procedures for nomination of independent directors should be made in accordance with the provisions of the Articles of Association, these Rules and the Working Rules for Independent Directors. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| (3) the method and procedures for nomination of independent directors should be made in accordance with the provisions of the Articles of Association, these Rules and the Working Rules for Independent Directors. \| (4) The Board shall provide shareholders with bibliographical details and basic information of the candidates for directors. \| \| (4) The Board and the Supervisory Committee shall provide shareholders with bibliographical details and basic information of the candidates for directors and supervisors. \| (5) at the general meeting, voting for each candidate for a director shall be taken on a one-by-one basis. \| \| (5) at the general meeting, voting for each candidate for a director and supervisor shall be taken on a one-by-one basis. \| (6) in the case of any need of addition to or change in any director, the Board shall be responsible for putting forward a proposal to the general meeting for the selection or change of a director. \| \| (6) in the case of any need of addition to or change in any director or supervisor, the Board or the Supervisory Committee shall be responsible for putting forward a proposal to the general meeting for the selection or change of a director or supervisor. \| \| – 177 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 51 The list of candidates for directors and supervisors shall be submitted to shareholders for voting by way of a proposal. The election of directors or supervisors shall fully reflect the opinions of minority shareholders. When a voting is made on the election of directors or supervisors at a general meeting, the cumulative voting system may be adopted in accordance with the provisions of the Articles of Association or the resolutions of the general meeting. Where a single shareholder and parties acting in concert with him hold equity interests of 30% or above, the cumulative voting system shall be adopted. Where two or more independent directors are elected, the cumulative voting system shall be implemented. The “cumulative voting system” as mentioned in the preceding paragraph means that each share has the voting right for the number of directors or supervisors to be elected, and the voting right owned by the shareholders may be cumulatively used when the directors or supervisors are elected at the general meeting. The Board shall simultaneously provide shareholders with the bibliographical details and basic information about the candidates for directors and supervisors. When only one director or supervisor is elected at a general meeting, the cumulative voting system shall not be adopted. \| Article 48 The list of candidates for directors shall be submitted to the general meeting for voting by way of a proposal. The election of directors shall fully reflect the opinions of minority shareholders. When a voting is made on the election of directors at a general meeting, the cumulative voting system may be adopted in accordance with the provisions of the Articles of Association or the resolutions of the general meeting. Where a single shareholder and parties acting in concert with him hold equity interests of 30% or above, the cumulative voting system shall be adopted. Where two or more independent directors are elected at a general meeting, the cumulative voting system shall be implemented. When only one director is elected at a general meeting, the cumulative voting system shall not be adopted. \| - 178 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 52 Save and except for the accumulative voting system, the general meeting shall vote on all motions item by item, and shall vote on the motions in the order of the time sequence when various proposals are put forward for a single matter. Unless the general meeting is suspended or no resolution can be passed due to force majeure or any other special reasons, the general meeting shall not set aside or cast no vote on the motions. \| Article 49 Save and except for the accumulative voting system, the general meeting shall vote on all motions item by item, and shall vote on the motions in the order of the time sequence when various proposals are put forward for a single matter. Unless the general meeting is suspended or no resolution can be passed due to force majeure or any other special reasons, the general meeting shall not set aside or cast no vote on the motions. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 53—The following matters shall not be implemented or applied for unless they are in compliance with the provisions of the laws; administrative regulations and the Articles of Association, and have been approved at a general meeting of all shareholders and passed by half or more of the public shareholders with voting rights attending the general meeting: (1) any issue of new shares by the Company to the public (including issue of overseas listed foreign invested shares or shares of other natures), issue of convertible bonds, placing of shares to existing shareholders (except in such placing where the controlling shareholders have provided an undertaking to fully subscribe for the shares in cash before the general meeting is convened); (2) major asset restructuring in which the assets will be acquired at a total price with a premium amounting to or exceeding 20% of the audited net book value of such assets; (3) repayment of debts due to the Company by any shareholder with his shares in the Company; (4) overseas listing of any significant subsidiary of the Company; (5) such other relevant issues which may have a material impact on the interests of the public shareholders in the development of the Company. \| Delete the entire Article \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Upon servicing notice convening of a general meeting by the Company, such general meeting notice should be published again within three days after the date of shareholding registration. Where the Company makes an announcement on the resolutions of the general meeting, the announcement shall set out the number of the public shareholders voting at the general meeting, the total number of shares they held and its percentage in the total number of shares held by the public shareholders of the Company, as well as disclose the voting result and the shareholdings of the top ten public shareholders taking part in the vote and the results of their votes. \| \| \| Article 54 When a motion is put forward for discussion at the general meeting, no modification of the motion shall be made, or the relevant change shall be deemed as a new motion which shall not be voted on at the meeting in progress. \| Article 50 When a motion is put forward for discussion at the general meeting, no modification of the motion shall be made, and if changed, it shall be deemed as a new motion which shall not be voted on at the meeting in progress. \| - 181 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 56 The voting at the general meeting shall be conducted in the form of open ballot. Before a resolution is voted on at a general meeting, two representatives of the shareholders shall be elected as vote counters and scrutinisers. Any shareholder who is interested in the matter to be considered and the proxies of such shareholder shall not participate in vote counting or scrutinising. When the shareholders are voting on the motions, lawyers, shareholder representatives and supervisory representatives shall count and scrutinize the votes jointly, and the voting result will be announced forthwith. Voting on the resolutions will be recorded in the minutes of the meeting. Shareholders or their proxies that vote online or by other means shall have the right to check and inspect their voting results through the relevant voting system. \| Article 52 The voting at the general meeting shall be conducted in the form of open ballot. Before a resolution is voted on at a general meeting, two representatives of the shareholders shall be elected as vote counters and scrutinisers. Any shareholder who is related to the matter to be considered and the proxies of such shareholder shall not participate in vote counting or scrutinising. When the shareholders are voting on the motions, lawyers, shareholder representatives shall count and scrutinize the votes jointly, and the voting result will be announced forthwith. Voting on the resolutions will be recorded in the minutes of the meeting. Shareholders or their proxies that vote online or by other means shall have the right to check and inspect their voting results through the relevant voting system. \| \| Article 57 The on-site general meeting shall not end earlier than the online means or other means. The chairman of the meeting shall announce the voting and results of each of the motions, and announce whether or not they are approved according to the results. Before the results are officially announced, all parties involved, those on-site, online or other means, such as the companies, vote counters, vote scrutinisers, substantial shareholders and network service providers are obligated to keep the result confidential. \| Article 53 The on-site general meeting shall not end earlier than the online means or other means. The chairman of the meeting shall announce the voting and results of each of the motions, and announce whether or not they are approved according to the results. Before the results are officially announced, all parties involved, those on-site, online or other means, such as the companies, vote counters, vote scrutinisers, shareholders and network service providers are obligated to keep the result confidential. \| \| Article 58 The chairman of the meeting shall be responsible for deciding whether a resolution has been adopted. His decision shall be final and shall be announced at the meeting and recorded in the minutes of meeting. \| Delete the entire Article \| – 182 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 59 Shareholders attending the general meeting should express their opinions on the motion put forward for voting in one of the following options: For, Against, or Abstain. Votes not filled in, incorrectly filled in, illegible, or not cast shall be deemed to be a waiver of the voter's right to vote, and the voting result of the number of shares held by such voter shall be counted as “Abstain”. \| Article 54 Shareholders attending the general meeting should express their opinions on the motion put forward for voting in one of the following options: For, Against, or Abstain. Votes not filled in, incorrectly filled in, illegible, or not cast shall be deemed to be a waiver of the voter's right to vote, and the voting result of the number of shares held by such voter shall be counted as “Abstain”. \| \| Article 60 If the chairman of the meeting has any doubt as to the result of a resolution put to the vote of the meeting, he may have the votes counted. If the chairman of the meeting fails to have the votes counted, any shareholder who attends in person or by proxy and objects to the result announced by the chairman of the meeting may demand that the votes be counted immediately after the declaration of the result, and the chairman of the meeting shall have the votes counted promptly. \| Article 55 If the chairman of the meeting has any doubt as to the result of a resolution put to the vote of the meeting, he may have the votes counted. If the chairman of the meeting fails to have the votes counted, any shareholder who attends in person or by proxy and objects to the result announced by the chairman of the meeting may demand that the votes be counted immediately after the declaration of the voting result, and the chairman of the meeting shall organise the votes counted immediately. \| \| Article 61 Results of the resolution shall be announced timely, and the announcement shall contain the number of shareholders and proxies attending the general meeting, the total number of voting rights and the percentage of the voting rights to the total of voting shares of the Company, means of voting, the voting result for each motion and the details of each of the resolutions so passed. \| Article 56 Results of the resolution shall be announced timely, and the announcement shall contain the number of shareholders and proxies attending the general meeting, the total number of voting rights and the percentage of the voting rights to the total of voting shares of the Company, means of voting, the voting result for each motion and the details of each of the resolutions so passed. \| \| Article 62 If a motion is not passed, or if the resolutions of the previous general meeting have been changed by the present general meeting, a special highlight should be made in the announcement of the resolutions of the general meeting. \| Article 57 If a motion is not passed, or if the resolutions of the previous general meeting have been changed by the present general meeting, a special highlight should be made in the announcement of the resolutions of the general meeting. \| – 183 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 63 If a proposal relating to the election of directors or supervisors is adopted at a general meeting, the term of office for the newly elected directors or supervisors shall commence at the time of the adoption of the proposal relating to the election at the general meeting. \| Article 58 If a proposal relating to the election of directors is adopted at a general meeting, the term of office for the newly elected directors shall commence at the time of the adoption of the proposal relating to the election at the general meeting. \| \| Article 64 When the general meeting has passed motions regarding cash dividend, bonus issue or conversion of capital common reserve into capital, the specific proposals will be implemented within two months after the close of the general meeting. \| Article 59 When the general meeting has passed motions regarding cash dividend, bonus issue or conversion of capital common reserve into capital, the specific proposals will be implemented within two months after the close of the general meeting. \| \| CHAPTER VII SUPPLEMENTARY PROVISIONS \| CHAPTER VII SUPPLEMENTARY PROVISIONS \| \| Article 66 Unless the context otherwise requires, “announcement” referred to in these Rules shall refer to if issued to domestic shareholders or within the PRC as required under relevant regulations and the Articles of Association, the issuance of an announcement and the disclosure of information through the website of a stock exchange and the media that comply with the conditions stipulated by the CSRC and other regulatory authorities; while if issued to overseas-listed foreign shareholders or in Hong Kong as required under relevant regulations and the Articles of Association, such announcement shall be published on the relevant website as required by the relevant Listing Rules. \| Article 61 Unless the context otherwise requires, “announcement” referred to in these Rules shall refer to if issued to domestic shareholders or within the PRC as required under relevant regulations and the Articles of Association, the issuance of an announcement and the disclosure of information through the website of a stock exchange and the media that comply with the conditions stipulated by the CSRC and other regulatory authorities; while if issued to overseas-listed foreign shareholders or in Hong Kong as required under relevant regulations and the Articles of Association, such announcement shall be published on the relevant website as required by the relevant Listing Rules. \| - 184 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of the Amendments to the Rules of Procedures of the General Meeting \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Information disclosed by the Company in other public media shall not precede the designated website and other designated media, and shall not replace the Company's announcement with other forms such as press releases or answers to press questions. \| Information disclosed by the Company in other public media shall not precede the designated website and other designated media, and shall not replace the Company's announcement with other forms such as press releases or answers to press questions. \| \| The Board shall be entitled to adjust the websites and other media for information disclosure of the Company, but shall ensure that the designated websites and other media for information disclosure shall comply with the qualifications and conditions stipulated by the CSRC, overseas regulatory authorities and domestic and overseas trading venues and other regulatory institutions. \| The Board shall be entitled to adjust the websites and other media for information disclosure of the Company, but shall ensure that the designated websites and other media for information disclosure shall comply with the qualifications and conditions stipulated by the CSRC, overseas regulatory authorities and domestic and overseas trading venues and other regulatory institutions. \| \| Except as otherwise provided in these Rules, notices given by the Company to overseas-listed foreign shareholders, if in the form of announcements, shall be published on the websites of the Hong Kong Stock Exchange and the Company on the same day respectively as required by the local listing rules. \| Except as otherwise provided in these Rules, notices given by the Company to overseas-listed foreign shareholders, if in the form of announcements, shall be published on the websites of the Hong Kong Stock Exchange and the Company on the same day respectively as required by the local listing rules. \| \| The supplementary notice of the general meeting within the meaning of these Rules shall be published in the same designated newspaper or on the same website in which the notice of meeting is published. \| The supplementary notice of the general meeting within the meaning of these Rules shall be published in the same designated newspaper or on the same website in which the notice of meeting is published. \| \| Article 67 These Rules shall become effective upon approval at the general meeting and the same shall apply to any amendments thereto. \| Article 64 These Rules shall become effective upon approval at the general meeting and the same shall apply to any amendments thereto. \| – 185 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Rules of Procedures of the Board of Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 1 Purpose In order to further regulate the transaction of business and decision-making procedures of the board of directors (hereinafter referred to as the “Board”) of Liaoning Port Co., Ltd. (hereinafter referred to as “the Company”), procure the directors and the Board to effectively perform their duties and enhance the Board in terms of standardized operations and efficiency in decision-making, the Company has formulated these procedural rules (hereinafter referred to as the “Rules”) in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as “Securities Law”), the Guidelines for the Governance of Listed Companies of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the Guidelines to Articles of Association of Listed Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the relevant rules and regulations. The Rules shall form an attachment to the Articles of Association, and shall be prepared by the Board and approved by the shareholders’ meeting. \| Article 1 Purpose In order to further regulate the transaction of business and decision-making procedures of the board of directors (hereinafter referred to as the “Board”) of Liaoning Port Co., Ltd. (hereinafter referred to as “the Company”), procure the directors and the Board to effectively perform their duties and enhance the Board in terms of standardized operations and efficiency in decision-making, the Company has formulated these procedural rules (hereinafter referred to as the “Rules”) in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as “Securities Law”), the Guidelines for the Governance of Listed Companies of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the Guidelines to Articles of Association of Listed Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the relevant rules and regulations. The Rules shall form an attachment to the Articles of Association, and shall be prepared by the Board and approved by the general meeting. \| - 186 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Rules of Procedures of the Board of Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 5 Extraordinary board meeting An extraordinary board meeting shall be convened by the Board upon occurrence of any of the following circumstances: (1) it is proposed by shareholders representing one tenth or more of the voting rights; (2) it is proposed by one third or more of the directors; (3) it is proposed by the Supervisory Committee; (4) it is considered necessary by the Chairman of the Board; (5) it is proposed by more than half of the independent directors; (6) it is proposed by the general manager; (7) it is requested to be convened by the securities regulatory authorities; (8) such other situations prescribed by the Articles of Association. \| Article 5 Extraordinary Board meeting An extraordinary Board meeting shall be convened by the Board upon occurrence of any of the following circumstances: (1) it is proposed by shareholders representing one tenth or more of the voting rights; (2) it is proposed by one third or more of the directors; (3) it is proposed by the Audit Committee; (4) it is considered necessary by the Chairman of the Board; (5) it is proposed by more than half of the independent directors; (6) it is proposed by the general manager; (7) it is requested to be convened by the securities regulatory authorities; (8) such other situations prescribed by the Articles of Association. \| \| Article 7 Convening and Presiding of Meetings Board meetings shall be convened and presided over by the chairman; where the chairman cannot fulfill the duty thereof, the majority of the directors may elect a director to convene and preside. \| Article 7 Convening and Presiding of Meetings Board meetings shall be convened and presided over by the chairman; where the chairman cannot fulfill the duty thereof, more than half of the directors may elect a director to convene and preside. \| - 187 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Rules of Procedures of the Board of Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 8 Notices on the Meeting To hold a regular or interim meeting of the Board, the Office of the Board shall submit a notice on the meeting to all directors, supervisors, the general manager and the Secretary of the Board through direct delivery, e-mail, telegraph, telex, fax, express post, registered post or any other means 14 days in advance in case of a regular meeting or 5 days in advance in case of an interim meeting. Notice of the meeting shall be in Chinese language, with an English version attached if necessary. Notice should include an agenda. Any director can waive his right to be issued a notice of the meeting or to receive a meeting notice within the above time limit. In an urgent situation when an extraordinary Board meeting has to be convened as soon as practicable, the notice of the meeting may be served at any time by telephone or other verbal means, but the convener should provide reasons thereof in the meeting. Directors who have attended the meeting will be deemed to have been issued a notice of Board meeting if they had not raised any issues of not having received such notice before or during the Board meeting. \| Article 8 Notices on the Meeting To hold a regular or interim meeting of the Board, the Office of the Board shall submit a notice on the meeting to all directors, the general manager and the Secretary of the Board through personal delivery, e-mail, telegraph, telex, fax, express post, registered post, announcement or any other means 14 days in advance in case of a regular meeting or 5 days in advance in case of an interim meeting. Notice of the meeting shall be in Chinese language, with an English version attached if necessary. Notice should include an agenda. Any director can waive his right to be issued a notice of the meeting or to receive a meeting notice within the above time limit. In an urgent situation when an extraordinary Board meeting has to be convened as soon as practicable, the notice of the meeting may be served at any time by telephone or other verbal means, but the convener should provide reasons thereof in the meeting. Directors who have attended the meeting will be deemed to have been issued a notice of Board meeting if they had not raised any issues of not having received such notice before or during the Board meeting. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Rules of Procedures of the Board of Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 11 Holding of the Meetings The meeting of the Board shall be held only when over half of the directors attend the meeting. If the quorum of the meeting cannot be met as a result of directors' refusal to attend or absence without reasons, the Chairman of the Board and the Secretary of the Board shall timely report such circumstances to the regulatory authority. Supervisors may attend the meeting as non-voting delegates; the general manager, deputy general managers or the Secretary of the Board who is not a director shall attend the meeting as non-voting delegates. If considered necessary, the presider of the meeting may notify other relevant persons to attend the meeting as non-voting delegates. \| Article 11 Holding of the Meetings The meeting of the Board shall be held only when over half of the directors attend the meeting. If the quorum of the meeting cannot be met as a result of directors' refusal to attend or absence without reasons, the Chairman of the Board and the Secretary of the Board shall timely report such circumstances to the regulatory authority. The general manager, deputy general managers or the Secretary of the Board who is not a director shall attend the meeting as non-voting delegates. If considered necessary, the presider of the meeting may notify other relevant persons to attend the meeting as non-voting delegates. \| - 189 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Rules of Procedures of the Board of Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 12 Personal Attendance and Proxy Attendance at the Meeting In principle, directors shall attend the meeting of the Board in person. If they are not able to attend the meeting due to certain reasons, they shall read the conference materials in advance, furnish clear opinions and appoint other directors with a letter of authorization to attend the meeting on their behalf. A letter of authorization shall indicate: (1) the names of the appointing party and the trustee; (2) the scope of authorization of the appointing party and his instructions on voting intention in respect of the proposals; (3) the signature of the appointing party and the date, etc. The appointed director shall submit a letter of authorization to the presider of the meeting, stating the details of such appointment. The appointed director attending the meeting shall exercise the rights of a director within the scope of authorization. If a director does not attend a meeting of the Board, and does not authorize any other director to attend the meeting, the voting right at the meeting shall be deemed waived. \| Article 12 Personal Attendance and Proxy Attendance at the Meeting In principle, directors shall attend the meeting of the Board in person. If they are not able to attend the meeting due to certain reasons, they shall read the conference materials in advance, furnish clear opinions and appoint other directors with a letter of authorization to attend the meeting on their behalf. A letter of authorization shall indicate the name of the proxy, matters of entrustment, the scope of authorization and its period of validity, and shall be signed or sealed by the appointing party. The appointed director shall submit a letter of authorization to the presider of the meeting, stating the details of such appointment. The appointed director attending the meeting shall exercise the rights of a director within the scope of authorization. If a director does not attend a meeting of the Board, and does not authorize any other director to attend the meeting, the voting right at the meeting shall be deemed waived. \| - 190 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Rules of Procedures of the Board of Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 14 Convening Methods of the Meetings Board meetings shall generally be held onsite. Whenever it is necessary, the Board meetings may also be convened through video, telephone, fax, mail or email after the agreement of the convener (the presider) and proposer provided that the directors can fully give their opinions. The Board meetings may also be held on site and off site simultaneously. Where a Board meeting is held off site, the number of the directors present is calculated according to the directors present in the video, the directors expressing opinions in the teleconference, the number of valid documents including faxes, mails or emails received within the specified period, or the written confirmations submitted by the directors after the meetings. \| Article 14 Convening Methods of the Meetings Board meetings shall generally be held onsite. Whenever it is necessary, the Board meetings may also be convened through video, telephone after the agreement of the convener (the presider) and proposer provided that the directors can fully give their opinions. The Board meetings may also be held on site and off site simultaneously. Where a Board meeting is held off site, the number of the directors present is calculated according to the directors present in the video, the directors expressing opinions in the teleconference, the number of valid documents including faxes, mails or emails received within the specified period, or the written confirmations submitted by the directors after the meetings. \| - 191 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Rules of Procedures of the Board of Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Upon approval of the Chairman of the Board, the Board may adopt the method of circulating written proposals instead of convening a Board meeting. This method is usually limited to emergency situations where it is impossible to hold a Board meeting through on-site, telephone, video, or other means. When the method of circulating written proposals is adopted, upon approval by the Chairman of the Board, the secretary to the Board may issue relevant proposal documents at any time. However, directors shall be given reasonable time for consideration and decision-making. The opinions expressed by directors on proposals deliberated in this manner shall be recorded by the secretary to the Board and communicated to all directors. The draft of the proposal shall be delivered to each director by personal delivery, mail, fax, or email. Once the required number of directors who have signed on one or more identical resolution texts has been reached, and the proposal has been delivered to the secretary to the Board using the aforementioned method, the proposal shall become a resolution of the Board without the need for convening another Board meeting. \| Upon approval of the Chairman of the Board, the Board may adopt the method of circulating written proposals instead of convening a Board meeting. This method is usually limited to emergency situations where it is impossible to hold a Board meeting through on-site, telephone, video, or other means. When the method of circulating written proposals is adopted, upon approval by the Chairman of the Board, the secretary to the Board may issue relevant proposal documents at any time. However, directors shall be given reasonable time for consideration and decision-making. The opinions expressed by directors on proposals deliberated in this manner shall be recorded by the secretary to the Board and communicated to all directors. The draft of the proposal shall be delivered to each director by personal delivery, mail, fax, or email. Once the required number of directors who have signed on one or more identical resolution texts has been reached, and the proposal has been delivered to the secretary to the Board using the aforementioned method, the proposal shall become a resolution of the Board without the need for convening another Board meeting. \| \| The resolutions of the Board shall not be made through circulating written proposals in the following circumstances: \| The resolutions of the Board shall not be made through circulating written proposals in the following circumstances: \| \| (1) Matters that require approval by the general meeting according to the listing rules of the stock exchange where the Company is listed, Articles of Association of the Company, and other laws and administrative regulations; \| (1) Matters that require approval by the general meeting according to the listing rules of the stock exchange where the Company is listed, Articles of Association of the Company, and other laws and administrative regulations; \| \| (2) Regular Board meetings; \| (2) Regular Board meetings; \| \| (3) Significant related party transactions; \| (3) Significant related party transactions; \| \| (4) Directors have objections. \| (4) Directors have objections. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Rules of Procedures of the Board of Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 17 Voting at Board Meetings After each proposal has been fully discussed, the chairman shall in due course submit it for voting by the attending directors. A show of hands shall be adopted at meetings of the Board and each director shall have one vote. When the number of negative votes is equal to that of affirmative votes, the chairman of the Board has the right to cast one more vote. Directors may vote for, against or abstain from voting in respect of a resolution. The attending directors shall choose any one of the aforesaid voting intentions. If a director does not choose any intention or chooses two or more intentions simultaneously, the chairman shall require such director to make a new choice. If such director refuses to do so, he/she shall be deemed as abstaining from voting. If any director leaves the venue of a Board meeting in the middle of the meeting and without making a choice, he/she shall be deemed to have abstained from voting. \| Article 17 Voting at Board Meetings After each proposal has been fully discussed, the chairman shall in due course submit it for voting by the attending directors. A show of hands shall be adopted at meetings of the Board and each director shall have one vote. Directors may vote for, against or abstain from voting in respect of a resolution. The attending directors shall choose any one of the aforesaid voting intentions. If a director does not choose any intention or chooses two or more intentions simultaneously, the chairman shall require such director to make a new choice. If such director refuses to do so, he/she shall be deemed as abstaining from voting. If any director leaves the venue of a Board meeting in the middle of the meeting and without making a choice, he/she shall be deemed to have abstained from voting. \| - 193 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Rules of Procedures of the Board of Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 20 Abstention from Voting Under any of the following circumstances, directors shall abstain from voting on the related resolutions: (1) as required by the listing rules of the stock exchange on which the Company’s shares are listed; (2) as considered necessary by the director himself; (3) such other circumstances as required by the Articles of Association of the Company, where connected relationships exist between the directors and the enterprises involved in the meeting proposals. Where directors have abstained from voting, the related board meetings shall be attended by more than half of the unaffiliated directors, and the related resolutions shall be adopted by more than half of the unaffiliated directors. Shall the unaffiliated directors attending the meeting be less than three in number, voting shall not be conducted on the relevant proposal and such matter shall be submitted for review to a general meeting. The Board should, when considering resolutions on related party transactions or continuing related party transactions, seek opinions of the independent directors. \| Article 20 Abstention from Voting Under any of the following circumstances, directors shall abstain from voting on the related resolutions: (1) as required by the listing rules of the stock exchange on which the Company’s shares are listed; (2) as considered necessary by the director himself; (3) such other circumstances as required by the Articles of Association of the Company, where connected relationships exist between the directors and the enterprises involved in the meeting proposals. If a director has a connected relationship with an enterprise or an individual involved in a resolution at the Board meeting, such director shall promptly report in writing to the Board. Where directors have abstained from voting, the Board meetings shall be attended by more than half of the unaffiliated directors, and the related resolutions shall be adopted by more than half of the unaffiliated directors. Shall the unaffiliated directors attending the meeting be less than three in number, voting shall not be conducted on the relevant proposal and such matter shall be submitted for review to a general meeting. The Board should, when considering resolutions on related party transactions or continuing related party transactions, seek opinions of the independent directors. \| - 194 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Rules of Procedures of the Board of Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 21 Not to exceed such powers The Board shall exercise powers in strict accordance with the authorization of general meeting and the Articles of Association and powers and shall not to exceed such powers. \| Article 21 Not to exceed such powers The Board shall exercise powers in strict accordance with the authorization of general meeting and the Articles of Association and shall not to exceed such powers. \| \| Article 26 Minutes of Meetings The Secretary of the Board shall arrange for the staff of the office of the Board to take minutes of Board meetings. The minutes shall include the followings: (1) session, time, venue and methods of the meeting; (2) particulars of issuing the notice of the meeting; (3) convener and presider of the meeting; (4) directors attending in person or by proxy; (5) proposals reviewed in the meeting, the main points of speeches and major opinions by each director on relevant matters; (6) voting result of each proposal (specifying number of votes for and against and abstentions); (7) other matters to be recorded as the directors attending the meeting consider appropriate. \| Article 26 Minutes of Meetings The Secretary of the Board shall arrange for the staff of the office of the Board to take minutes of Board meetings. The minutes shall include the followings: (1) date, venue and name of convener of the meeting; (2) names of the directors present at the meeting and the directors (proxies) attending the meeting on behalf of other directors; (3) agenda of the meeting; (4) major points of the speeches by directors; (5) voting method and result of each resolution (voting result shall include number of votes for and against and abstentions). \| – 195 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Rules of Procedures of the Board of Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 32 Supplementary Provisions In these Rules, the phrases “above”, “within” and “below” are inclusive, while “over”, “lower than”, and “more than” are exclusive. These Rules shall be formulated by the Board, and shall come into effect after approval by the general meeting. The same applies to any modifications. These Rules shall be subject to the interpretation of the Board. \| Article 32 Supplementary Provisions In these Rules, the phrases “above”, “within” and “below” are inclusive, while “over”, “lower than”, and “more than” are exclusive. These Rules shall be formulated by the Board, and shall come into effect after approval by the general meeting. The same applies to any modifications. These Rules shall be subject to the interpretation of the Board. \| - 196 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Policy and Rules of Work for Independent Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| CHAPTER I GENERAL PROVISIONS \| CHAPTER I GENERAL PROVISIONS \| \| Article 1 Pursuant to the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Opinions of the General Office of the State Council on the Reform of the Policy and Rules of Work of Independent Directors of Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies (the "Administration Measures"), Code of Corporate Governance for Listed Companies; Certain Provisions on Strengthening the Protection of the Rights and Interests of Public Shareholders, and the Rules for Listing of Shares on Shanghai Stock Exchange and such other laws, rules and regulations, relevant regulatory documents and the Articles of Association, Liaoning Port Co., Ltd. (the "Company") has established the Policy and Rules of Work for Independent Directors (the "Policy & Rules"), in order to further improve the corporate governance structure, enhance the standardised operation of the Company, and practically safeguard the interests of all shareholders (in particular, the small and medium shareholders) of the Company. \| Article 1 Pursuant to the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Opinions of the General Office of the State Council on the Reform of the Policy and Rules of Work of Independent Directors of Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies (the "Administration Measures"), Code of Corporate Governance for Listed Companies, and the Rules for Listing of Shares on Shanghai Stock Exchange and such other laws, rules and regulations, relevant regulatory documents and the Articles of Association, Liaoning Port Co., Ltd. (the "Company") has established the Policy and Rules of Work for Independent Directors (the "Policy & Rules"), in order to further improve the corporate governance structure, enhance the standardised operation of the Company, and practically safeguard the interests of all shareholders (in particular, the small and medium shareholders) of the Company. \| - 197 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Policy and Rules of Work for Independent Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 2 Independent directors of the Company refers to directors who do not hold any position in the Company other than directors, and have no direct or indirect interest, or other relationship with the Company and its major shareholders (referring to the shareholders individually or jointly hold more than 5% of the Company's total number of shares with voting rights), its actual controller that may affect such directors' ability to make independent and objective judgments, and comply with the requirements on independence as stipulated in the relevant rules of the stock exchanges on which the Company's shares are listed. \| Article 2 Independent directors of the Company refers to directors who do not hold any position in the Company other than directors, and have no direct or indirect interest, or other relationship with the Company and its major shareholders (referring to the shareholders individually or collectively hold more than 5% of the Company's total number of shares with voting rights), its actual controller that may affect such directors' ability to make independent and objective judgments, and comply with the requirements on independence as stipulated in the relevant rules of the stock exchanges on which the Company's shares are listed. \| \| CHAPTER II QUALIFICATIONS FOR APPOINTMENT AND REMOVAL \| CHAPTER II QUALIFICATIONS FOR APPOINTMENT AND REMOVAL \| \| Article 10 The Board, the Supervisory Committee, and the shareholders who individually or jointly hold more than 1% of the issued shares of the Company shall have the right to propose candidates as independent directors, who shall be subject to elections at shareholders' meetings. An investor protection organisation established according to law may publicly request shareholders to entrust it to exercise the right to nominate independent directors on behalf of the shareholders. The nominator provided for in paragraph 1 of this article shall not nominate a person with whom he/she has an interest or any other closely related person whose independent performance of duties is likely to be impaired as a candidate for independent director. \| Article 10 The Board, and the shareholders who individually or collectively hold more than 1% of the issued shares of the Company shall have the right to propose candidates as independent directors, who shall be subject to elections at general meetings. An investor protection organisation established according to law may publicly request shareholders to entrust it to exercise the right to nominate independent directors on behalf of the shareholders. The nominator provided for in paragraph 1 of this article shall not nominate a person with whom he/she has an interest or any other closely related person whose independent performance of duties is likely to be impaired as a candidate for independent director. \| – 198 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Policy and Rules of Work for Independent Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 11 The nominator of an independent director shall obtain the written consent of the nominee before making the nomination. The nominator shall fully understand the nominee's occupation, academic qualifications, job title, detailed work experience, all part-time jobs, any major breach of trust and other adverse records, etc., and express an opinion that the nominee meets the independence and other conditions for serving as an independent Director. The nominee shall make a public statement that he/she meets the independence and other conditions for serving as an independent Director. Prior to the general meeting for the election of independent directors, the Board of the Company shall, in accordance with the regulations, publicize the foregoing. \| Article 11 The nominator of an independent director shall obtain the written consent of the nominee before making the nomination. The nominator shall fully understand the nominee's occupation, academic qualifications, job title, detailed work experience, all part-time jobs, any major breach of trust and other adverse records, etc., and express an opinion that the nominee meets the independence and other conditions for serving as an independent Director. The nominee shall make a public statement that he/she meets the independence and other conditions for serving as an independent Director. Prior to the general meeting for the election of independent directors, the Board of the Company shall, in accordance with the regulations, publicize the foregoing. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Policy and Rules of Work for Independent Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 12 The Nomination and Remuneration Committee under the Board of the Company shall examine the qualifications of the nominees and form a clear opinion on the examination. Prior to convening the general meeting for the election of independent directors, the Company shall disclose the relevant contents in accordance with the related provisions and shall submit the materials of the nominees to the stock exchange on which the Company’s shares are listed, and such information submitted shall be true, accurate and complete. If the Board has any disagreement with the relevant circumstances of the nominee, its written opinion shall be reported at the same time. The stock exchange shall review the qualifications and independence of the independent directors in accordance with the relevant regulations. The Company shall immediately revise and announce the relevant proposal for the election of independent directors to those nominees who have dissenting views on the stock exchange, and shall not submit them for election as independent directors at the general meeting, but may elect them as director candidates. When convening a general meeting for the election of independent directors, the Board the Company shall explain whether or not the candidate for independent director has been objected to by the stock exchange. \| Article 12 The Nomination and Remuneration Committee under the Board of the Company shall examine the qualifications of the nominees and form a clear opinion on the examination. Prior to convening the general meeting for the election of independent directors, the Company shall disclose the relevant contents in accordance with the related provisions and shall submit the materials of the nominees to the stock exchange on which the Company’s shares are listed, and such information submitted shall be true, accurate and complete. If the Board has any disagreement with the relevant circumstances of the nominee, its written opinion shall be reported at the same time. The stock exchange shall review the qualifications and independence of the independent directors in accordance with the relevant regulations. The Company shall immediately revise and announce the relevant proposal for the election of independent directors to those nominees who have dissenting views on the stock exchange, and shall not submit them for election as independent directors at the general meeting, but may elect them who are qualified for directorship as director candidates. When convening a general meeting for the election of independent directors, the Board the Company shall explain whether or not the candidate for independent director has been objected to by the stock exchange. \| \| Article 13 Where the general meeting of the Company elects two or more independent directors, a cumulative voting system shall be implemented. \| Article 13 Where the general meeting of the Company elects two or more independent directors, a cumulative voting system shall be implemented. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Policy and Rules of Work for Independent Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 15 An independent director shall attend the Board meeting in person. If, for any reason, he or she is unable to attend the meeting in person, the independent director shall review the materials of the meeting in advance to form a clear opinion and then entrust other independent directors in writing to attend the meeting on his or her behalf. If an independent director fails to attend two consecutive Board meetings in person and does not delegate another independent director to attend the meeting on his/her behalf, the Board shall, within thirty days from the date of occurrence of such fact, propose to remove him/her as independent director at shareholders' meetings. Except for the occurrence of the above circumstances and the circumstances of prohibiting him/her from serving as a director as stipulated in the laws, administrative regulations, the CSRC, the business rules of the stock exchanges and the Articles of Association, an independent director shall not be removed before the expiration of his/her term of office without cause. In the event of early removal, the Company shall, in accordance with the statutory procedures, remove him/her from his/her position and disclose the specific reasons and grounds in a timely manner. If the removed independent director believes that the Company's reasons for removal are improper, he/she may make a public statement, which shall be disclosed by the Company in a timely manner. \| Article 15 An independent director shall attend the Board meeting in person. If, for any reason, he or she is unable to attend the meeting in person, the independent director shall review the materials of the meeting in advance to form a clear opinion and then entrust other independent directors in writing to attend the meeting on his or her behalf. If an independent director fails to attend two consecutive Board meetings in person and does not delegate another independent director to attend the meeting on his/her behalf, the Board shall, within thirty days from the date of occurrence of such fact, propose to remove him/her as independent director at general meetings. Except for the occurrence of the above circumstances and the circumstances of prohibiting him/her from serving as a director as stipulated in the laws, administrative regulations, the CSRC, the business rules of the stock exchanges and the Articles of Association, an independent director shall not be removed before the expiration of his/her term of office without cause. In the event of early removal, the Company shall, in accordance with the statutory procedures, remove him/her from his/her position and disclose the specific reasons and grounds in a timely manner. If the removed independent director believes that the Company's reasons for removal are improper, he/she may make a public statement, which shall be disclosed by the Company in a timely manner. \| - 201 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Policy and Rules of Work for Independent Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| If an independent director fails to comply with the provisions of Article 8 (1) or (2) of the Policy & Rules, he or she shall immediately cease to perform his or her duties and resign from his or her office. If he or she does not resign, the Board shall immediately remove him/her from office in accordance with the provisions after it knows or should have known of the occurrence of such fact. \| If an independent director fails to comply with the provisions of Article 8 (1) or (2) of the Policy & Rules, he or she shall immediately cease to perform his or her duties and resign from his or her office. If he or she does not resign, the Board shall immediately remove him/her from office in accordance with the provisions after it knows or should have known of the occurrence of such fact. \| \| If an independent director resigns or is removed from office as a result of circumstances under the provisions above, resulting in that the proportion of independent directors on the Board or its special committees does not comply with the provisions of the Policy & Rules or the Articles of Association, or that there is a lack of accounting professionals among the independent directors, the Company shall complete the by-election within sixty days from the date of the occurrence of the aforesaid facts. \| If an independent director resigns or is removed from office as a result of circumstances under the provisions above, resulting in that the proportion of independent directors on the Board or its special committees does not comply with the provisions of the Policy & Rules or the Articles of Association, or that there is a lack of accounting professionals among the independent directors, the Company shall complete the by-election within sixty days from the date of the occurrence of the aforesaid facts. \| - 202 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Policy and Rules of Work for Independent Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| CHAPTER III DUTIES OF THE INDEPENDENT DIRECTORS \| CHAPTER III DUTIES OF THE INDEPENDENT DIRECTORS \| \| Article 17 In addition to the powers conferred to directors by the Company Law, other relevant laws, administrative regulations, and the listing rules of the stock exchanges on which the Company's shares are listed, independent directors shall be entitled to the following functions and powers: (1) connected transactions that should be disclosed shall be submitted to the Board for consideration after being approved by over half of the independent directors; (2) proposing to the Board with respect to the engagement or dismissal of accounting firms; (3) proposing to the Board with respect to the holding of extraordinary shareholders' meetings; (4) proposing the holding of board meetings; (5) independently engaging intermediaries to audit, consult or verify specific matters of the Company; \| Article 17 In addition to the powers conferred to directors by the Company Law, other relevant laws, administrative regulations, and the listing rules of the stock exchanges on which the Company's shares are listed, independent directors shall be entitled to the following functions and powers: (1) connected transactions that should be disclosed shall be submitted to the Board for consideration after being approved by over half of the independent directors; (2) proposing to the Board with respect to the engagement or dismissal of accounting firms; (3) proposing to the Board with respect to the holding of extraordinary general meetings; (4) proposing the holding of board meetings; (5) independently engaging intermediaries to audit, consult or verify specific matters of the Company; \| - 203 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Policy and Rules of Work for Independent Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| (6) openly soliciting and collecting voting rights prior to shareholders' meetings; \| (6) openly soliciting and collecting voting rights prior to general meetings; \| \| (7) expressing independent opinions on matters that may jeopardize the interests of the Company or its small and medium shareholders; \| (7) expressing independent opinions on matters that may jeopardize the interests of the Company or its small and medium shareholders; \| \| (8) proposals for changes to or waivers of undertakings by the Company and its related parties shall be submitted to the Board for discussion after being approved by over half of the independent directors; \| (8) proposals for changes to or waivers of undertakings by the Company and its related parties shall be submitted to the Board for discussion after being approved by over half of the independent directors; \| \| (9) decisions made and measures taken by the board of directors of a target acquiree in relation to the acquisition shall be submitted to the Board for discussion after approval by over half of the independent directors; \| (9) decisions made and measures taken by the board of directors of a target acquiree in relation to the acquisition shall be submitted to the Board for discussion after approval by over half of the independent directors; \| \| (10) other authority prescribed by laws, administrative regulations, the CSRC and the Articles of Association. \| (10) other authority prescribed by laws, administrative regulations, the CSRC and the Articles of Association. \| \| The authority set out in items (1), (2), (3), (4), (5), (8) and (9) shall be approved by over half of all independent directors. If the above proposals are not adopted or the above authority cannot be normally exercised, the Company shall disclose the relevant situations and reasons. \| The authority set out in items (1), (2), (3), (4), (5), (8) and (9) shall be approved by over half of all independent directors. If the above proposals are not adopted or the above authority cannot be normally exercised, the Company shall disclose the relevant situations and reasons. \| - 204 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Policy and Rules of Work for Independent Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 18 In addition to fulfilling the above duties, the independent directors shall express their independent opinions on the following matters to the Board or the general meeting: \| Article 18 In addition to fulfilling the above duties, the independent directors shall express their independent opinions on the following matters to the Board or the general meeting: \| \| (1) nomination, appointment and removal of directors; \| (1) nomination, appointment and removal of directors; \| \| (2) appointment or dismissal of senior management members; \| (2) appointment or dismissal of senior management members; \| \| (3) remuneration of directors and senior management members of the Company; \| (3) remuneration of directors and senior management members of the Company; \| \| (4) existing or newly incurred loans or other transactions of funds by the Company's shareholders, de facto controllers or affiliated enterprises with an amount in total more than RMB3 million or more than 5% of the latest audited net asset value of the Company, and whether the Company has taken any effective measures to retrieve the amount due; \| (4) existing or newly incurred loans or other transactions of funds by the Company's shareholders, de facto controllers or affiliated enterprises with an amount in total more than RMB3 million or more than 5% of the latest audited net asset value of the Company, and whether the Company has taken any effective measures to retrieve the amount due; \| \| (5) any matters that, in the opinion of the independent directors, may undermine the interest of the minority shareholders; \| (5) any matters that, in the opinion of the independent directors, may undermine the interest of the minority shareholders; \| \| (6) Other matters required by the relevant securities regulatory authorities and stipulated by the Articles of Association. \| (6) Other matters required by the relevant securities regulatory authorities and stipulated by the Articles of Association. \| \| Independent directors shall give one of the following opinions on matters as described: consent opinion; qualified opinion with reason thereof; negative opinion with reason thereof; unable to give opinion and the hindrance thereof. \| Independent directors shall give one of the following opinions on matters as described: consent opinion; qualified opinion with reason thereof; negative opinion with reason thereof; unable to give opinion and the hindrance thereof. \| – 205 – --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Policy and Rules of Work for Independent Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Where such matters are subject to disclosure, the Company shall make a public announcement on the opinions of the independent directors. Where the independent directors fail to reach a consensus in opinions, the Board shall disclose each independent director’s respective opinion. \| Where such matters are subject to disclosure, the Company shall make a public announcement on the opinions of the independent directors. Where the independent directors fail to reach a consensus in opinions, the Board shall disclose each independent director’s respective opinion. \| \| Article 20 The independent directors shall pay continuous attention to the implementation of the relevant resolutions of the Board, and shall report to the Board in a timely manner if they find that there is any violation of the laws, administrative regulations, the provisions of the CSRC, the business rules of the stock exchange and the provisions of the Articles of Association, or any violation of the resolutions of shareholders’ meetings and the Board, and they may also request the Company to make a written explanation. Where disclosure matters are involved, the Company shall disclose them in a timely manner. If the Company fails to make an explanation or a timely disclosure in accordance with the provisions of the preceding paragraph, the independent directors may report to the CSRC and the stock exchange. \| Article 20 The independent directors shall pay continuous attention to the implementation of the relevant resolutions of the Board, and shall report to the Board in a timely manner if they find that there is any violation of the laws, administrative regulations, the provisions of the CSRC, the business rules of the stock exchange and the provisions of the Articles of Association, or any violation of the resolutions of general meetings and the Board, and they may also request the Company to make a written explanation. Where disclosure matters are involved, the Company shall disclose them in a timely manner. If the Company fails to make an explanation or a timely disclosure in accordance with the provisions of the preceding paragraph, the independent directors may report to the CSRC and the stock exchange. \| - 206 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Policy and Rules of Work for Independent Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 22 Independent directors shall work at the office of the Company for not less than fifteen workdays every year. In addition to attending shareholders' meetings, Board meetings and its special committees meetings, and the Special Meetings of Independent Directors as required, independent directors may perform their duties in a variety of ways, such as obtaining information on the operation of the Company on a regular basis, receiving reports from the management, communicating with the head of the internal auditing department and intermediaries such as accounting firms undertaking the audits of the Company, conducting on-site inspections, and communicating with small and medium shareholders. \| Article 22 Independent directors shall work at the office of the Company for not less than fifteen workdays every year. In addition to attending general meetings, Board meetings and its special committees meetings, and the Special Meetings of Independent Directors as required, independent directors may perform their duties in a variety of ways, such as obtaining information on the operation of the Company on a regular basis, receiving reports from the management, communicating with the head of the internal auditing department and intermediaries such as accounting firms undertaking the audits of the Company, conducting on-site inspections, and communicating with small and medium shareholders. \| - 207 - --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Policy and Rules of Work for Independent Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| Article 23 Independent directors shall submit their annual work report to the annual general meeting of the Company in accordance with the requirements under Administration Measures, explaining the fulfillment of their duties. The annual work report of independent directors shall be disclosed not later than when the Company issues the notice of the annual general meeting. The annual work report shall include the followings: (1) the number of times, ways and votes of attending the Board meetings, and the number of times attending shareholders' meetings; (2) participation in the work of special committees of the Board and the Special Meetings of Independent Directors; (3) information on the special authority of independent directors set out in Article 17 of the Policy & Rules; (4) information on significant matters, methods and results of communication with the internal audit department and the accounting firm undertaking audits of the listed company regarding the financial conditions and business operation of the Company; (5) communication with small and medium shareholders; (6) the time and content of work at the office of the listed company; (7) other circumstances of fulfillment of duties. \| Article 23 Independent directors shall submit their annual work report to the annual general meeting of the Company in accordance with the requirements under Administration Measures, explaining the fulfillment of their duties. The annual work report of independent directors shall be disclosed not later than when the Company issues the notice of the annual general meeting. The annual work report shall include the followings: (1) the number of times, ways and votes of attending the Board meetings, and the number of times attending general meetings; (2) participation in the work of special committees of the Board and the Special Meetings of Independent Directors; (3) information on the special authority of independent directors set out in Article 17 of the Policy & Rules; (4) information on significant matters, methods and results of communication with the internal audit department and the accounting firm undertaking audits of the listed company regarding the financial conditions and business operation of the Company; (5) communication with small and medium shareholders; (6) the time and content of work at the office of the listed company; (7) other circumstances of fulfillment of duties. \| --- APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION \| Comparison Table of Amendments to the Policy and Rules of Work for Independent Directors \| \| \| --- \| --- \| \| Original articles \| Revised articles \| \| CHAPTER IV PERFORMANCE SECURITY FOR INDEPENDENT DIRECTORS \| CHAPTER IV PERFORMANCE SECURITY FOR INDEPENDENT DIRECTORS \| \| Article 28 The Company shall provide independent directors with allowances commensurate with their responsibilities, and the standards of the said allowances shall be formulated by the Board and approved at the general meeting and shall be disclosed in the annual report of the Company. Apart from the above mentioned allowances, the independent directors shall not acquire additional or undisclosed other interests from the Company and its substantial shareholders, de facto controllers or interested institutions and officers. \| Article 28 The Company shall provide independent directors with allowances commensurate with their responsibilities, and the standards of the said allowances shall be formulated by the Board and approved at the general meeting and shall be disclosed in the annual report of the Company. Apart from the above mentioned allowances, the independent directors shall not acquire additional or undisclosed other interests from the Company and its substantial shareholders, de facto controllers or interested institutions and officers. \| \| CHAPTER V SUPPLEMENTARY PROVISIONS \| CHAPTER V SUPPLEMENTARY PROVISIONS \| \| Article 30 These Rules shall be effective from the date on which it is approved at the general meeting of the Company. Matters not covered by these Rules shall be implemented by referring to the relevant provisions of laws, regulations and the Articles of Association. \| Article 30 These Rules shall be effective from the date on which it is approved at the general meeting of the Company. Matters not covered by these Rules shall be implemented by referring to the relevant provisions of laws, regulations and the Articles of Association. \| - 209 - --- NOTICE OF ANNUAL GENERAL MEETING 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. ![img-0.jpeg](img-0.jpeg) # 辽宁港口股份有限公司 LIAONING PORT CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 2880) # NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting of Liaoning Port Co., Ltd. (the "Company") will be held at Conference Room, Liaoning Port Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian, Liaoning, the PRC at 9:00 a.m. on Thursday, 26 June 2025 (the "AGM") (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions. Unless otherwise defined, capitalised terms used in this notice shall have the same meaning as those defined in the circular of the Company dated 5 June 2025. # ORDINARY RESOLUTIONS 1. To consider and approve the annual report of the Company for the year ended 31 December 2024 (published on the Company's website: www.liaoganggf.cn). 2. To consider and approve the report of the Board of the Company for the year ended 31 December 2024 (published on the Company's website: www.liaoganggf.cn). 3. To consider and approve the report of the Supervisory Committee of the Company for the year ended 31 December 2024 (published on the Company's website: www.liaoganggf.cn). 4. To consider and approve the audited consolidated financial statements of the Company for the year ended 31 December 2024 (details stated in the annual report of the Company for the year ended 31 December 2024). 5. To consider and approve the profit distribution plan of the Company for the year ended 31 December 2024. 6. To consider and approve the appointment of ShineWing Certified Public Accountants LLP as the auditor of the Company for the year ending 31 December 2025 and to hold office until the conclusion of the next annual general meeting of the Company. - AGM-1 - --- NOTICE OF ANNUAL GENERAL MEETING ## SPECIAL RESOLUTION 7. To consider and approve the proposed amendments to the Articles of Association and the annexes thereto. By Order of the Board Liaoning Port Co., Ltd.* WANG Huiying Company Secretary Dalian City, Liaoning Province, the PRC 5 June 2025 ## Notes: 1. A Shareholder entitled to attend and vote at the AGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a Shareholder. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the AGM. On a poll, votes may be given either personally or by proxy. Any Shareholder who has the right to attend and vote at the AGM is entitled to appoint in writing one or more proxies to attend and vote on his/her behalf at the AGM. A proxy need not be a Shareholder. 2. In the case of joint holders, any one of such joint holders may vote at the AGM, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the AGM, whether in person or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof. 3. To be valid, a form of proxy must be deposited at the H Share Registrar, at the address of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for holders of H Shares not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude Shareholder from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish. 4. The register of members of the Company will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025, both days inclusive, during which period no Share transfers can be registered. In order to qualify for attending and voting at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the H Share Registrar, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 20 June 2025. As at the date of this notice, the Board comprises: Executive Directors: LI Guofeng and WEI Minghui Non-executive Directors: WANG Zhu, HUANG Zhenzhou and YANG Bing Independent Non-executive Directors: LIU Chunyan, CHENG Chaoying and CHAN Wai Hei * For identification purposes only - AGM-2 -

AI assistant

Liaoning Port Co., Ltd. Proxy Solicitation & Information Statement 2025

50786_rns_2025-06-04_6aa62344-75cc-42bb-b24f-ab1bc633f2a3.pdf

辽宁港口股份有限公司

LIAONING PORT CO., LTD.*

PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR

THE YEAR ENDED 31 DECEMBER 2024;

APPOINTMENT OF THE AUDITOR;

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

AND

NOTICE OF ANNUAL GENERAL MEETING

辽宁港口股份有限公司

2. PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2024

Proposed Distribution of Cash Dividend

Tax

3. APPOINTMENT OF THE AUDITOR

4. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

5. AGM

6. VOTING BY POLL AT THE AGM

7. RECOMMENDATION

8. RESPONSIBILITY STATEMENT

9. ADDITIONAL INFORMATION

AI assistant

Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2025

50786_rns_2025-06-04_6aa62344-75cc-42bb-b24f-ab1bc633f2a3.pdf

辽宁港口股份有限公司

LIAONING PORT CO., LTD.*

PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR

THE YEAR ENDED 31 DECEMBER 2024;

APPOINTMENT OF THE AUDITOR;

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

AND

NOTICE OF ANNUAL GENERAL MEETING

辽宁港口股份有限公司

2. PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2024

Proposed Distribution of Cash Dividend

Tax

3. APPOINTMENT OF THE AUDITOR

4. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

5. AGM

6. VOTING BY POLL AT THE AGM

7. RECOMMENDATION

8. RESPONSIBILITY STATEMENT

9. ADDITIONAL INFORMATION

More from Liaoning Port Co., Ltd.

Liaoning Port Co., Ltd. Proxy Solicitation & Information Statement 2025