THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Telecom Corporation Limited, you should at once hand this circular together with the accompanying forms of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

This circular is solely for the purpose of providing shareholders with certain information in connection with the Extraordinary General Meeting and the H Shareholders’ Class Meeting of the Company and is not an offer to sell or a solicitation of an offer to buy any securities.

中国电信

CHINA TELECOM

China Telecom Corporation Limited

中国电信股份有限公司

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

(Stock Code: 728)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ABOLITION OF THE SUPERVISORY COMMITTEE
(2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE SHAREHOLDERS’ MEETING
(3) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS
(4) PROPOSED ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND THE REMUNERATION PROPOSAL FOR THE INDEPENDENT NON-EXECUTIVE DIRECTOR CANDIDATE
(5) NOTICE OF EXTRAORDINARY GENERAL MEETING AND
(6) NOTICE OF H SHAREHOLDERS’ CLASS MEETING

The Extraordinary General Meeting and the H Shareholders’ Class Meeting will be held at 10:00 a.m. on Tuesday, 16 December 2025 at China Telecom Museum, No. 42 Xueyuan Road, Haidian District, Beijing, PRC. Notices dated 24 November 2025 convening the Extraordinary General Meeting and the H Shareholders’ Class Meeting are set out on pages 345 to 348 of this circular.

Whether or not you are able to attend the Extraordinary General Meeting and/or the H Shareholders’ Class Meeting, you are requested to complete and return the enclosed forms of proxy in accordance with the instructions printed thereon as soon as practicable and in any event by not later than 24 hours before the time appointed for holding the Extraordinary General Meeting and/or the H Shareholders’ Class Meeting or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting and/or the H Shareholders’ Class Meeting or at any adjournment thereof should you so wish.

24 November 2025

CONTENTS

Pages

Definitions 1

Letter from the Board 3

Appendix I - Comparison Table of the Amendments to the Articles of Association 9

Appendix II - Comparison Table of the Amendments to the Rules of Procedures of the Shareholders' Meeting 233

Appendix III - Comparison Table of the Amendments to the Rules of Procedures of the Meeting of the Board of Directors 296

Notice of Extraordinary General Meeting 345

Notice of H Shareholders' Class Meeting 347

DEFINITIONS

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

"A Shares"
the ordinary shares issued by the Company, with a Renminbi-denominated par value of RMB1.00, which are subscribed for and paid up in Renminbi and are listed on the Shanghai Stock Exchange

"A Shareholders' Class Meeting"
the second A Shareholders' Class Meeting of the Company in 2025 to be convened on Tuesday, 16 December at 10:00 a.m., or any adjournment thereof

"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

"Company"
China Telecom Corporation Limited (中國電信股份有限公司), a joint stock limited company incorporated in the PRC with limited liability on 10 September 2002, with its H Shares (Stock Code: 728) listed on the Stock Exchange and its A Shares (Stock Code: 601728) listed on the Shanghai Stock Exchange and whose principal business is digital information services including mobile communications, wireline communications, satellite communications, Internet access, cloud computing and computing power, Big Data, AI, quantum, ICT integration, etc.

"CSRC"
China Securities Regulatory Commission

"Directors"
the directors of the Company

"EGM" or "Extraordinary General Meeting"
the first extraordinary general meeting of the Company in 2025 to be convened on Tuesday, 16 December 2025 at 10:00 a.m., or any adjournment thereof, the notice of which is set out in this circular

"H Shares"
the ordinary shares issued by the Company, with a Renminbi denominated par value of RMB1.00, which are subscribed for and paid up in a currency other than Renminbi and are listed on the Stock Exchange

DEFINITIONS

“H Shareholders’ Class Meeting”	the second H Shareholders’ Class Meeting of the Company in 2025 to be convened on Tuesday, 16 December 2025 at 10:00 a.m., or any adjournment thereof, the notice of which is set out in this circular
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“New Company Law”	the Company Law of the People’s Republic of China (2023 Revision) (《中華人民共和國公司法(2023修訂)》)
“PRC”	the People’s Republic of China (excluding, for the purposes of this circular, Hong Kong, the Macau Special Administrative Region and Taiwan)
“Rules of Procedures of the Meeting of the Board of Directors”	the Rules of Procedures of the Meeting of the Board of Directors of China Telecom Corporation Limited (《中國電信股份有限公司董事會議事規則》) (as amended from time to time)
“Rules of Procedures of the Shareholders’ Meeting”	the Rules of Procedures of the Shareholders’ General Meeting of China Telecom Corporation Limited (《中國電信股份有限公司股東大會議事規則》) (as amended from time to time)
“Shanghai Stock Exchange”	Shanghai Stock Exchange
“Shareholders”	the shareholders of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisors”	the supervisors of the Company
“Supervisory Committee”	the supervisory committee of the Company

LETTER FROM THE BOARD

中国电信
CHINA TELECOM

China Telecom Corporation Limited
中国电信股份有限公司
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 728)

Executive Directors:
Ke Ruiwen
Liu Guiqing
Tang Ke
Li Yinghui

Non-Executive Director:
Lyu Yongzhong

Independent Non-Executive Directors:
Ng Kar Ling Johnny
Yeung Chi Wai, Jason
Chen Dongqi
Lyu Wei

Registered office:
31 Jinrong Street
Xicheng District
Beijing 100033, PRC

Principal place of business
in Hong Kong:
28th Floor
Everbright Centre
108 Gloucester Road
Wanchai, Hong Kong

24 November 2025

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND
ABOLITION OF THE SUPERVISORY COMMITTEE
(2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF
THE SHAREHOLDERS' MEETING
(3) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF
THE MEETING OF THE BOARD OF DIRECTORS
(4) PROPOSED ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
AND THE REMUNERATION PROPOSAL FOR
THE INDEPENDENT NON-EXECUTIVE DIRECTOR CANDIDATE
(5) NOTICE OF EXTRAORDINARY GENERAL MEETING
AND
(6) NOTICE OF H SHAREHOLDERS' CLASS MEETING

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the EGM and the H Shareholders' Class Meeting and to set out the notices of the EGM and the H Shareholders' Class Meeting.

2. MATTERS TO BE DEALT WITH AT THE EGM AND THE H SHAREHOLDERS' CLASS MEETING

At the EGM, special resolutions will be proposed to approve the proposals on the amendments to the Articles of Association and abolition of the Supervisory Committee, the amendments to the Rules of Procedures of the Shareholders' Meeting, and the amendments to the Rules of Procedures of the Meeting of the Board of Directors.

At the EGM, ordinary resolutions will be proposed to approve the proposal on the election of the Independent Non-Executive Director and his remuneration proposal.

At the H Shareholders' Class Meeting, special resolutions will be proposed to approve the proposals on the amendments to the Articles of Association and abolition of the Supervisory Committee, and the amendments to the Rules of Procedures of the Shareholders' Meeting.

Proposed Amendments to the Articles of Association and Abolition of the Supervisory Committee, and Proposed Amendments to the Rules of Procedures of the Shareholders' Meeting and the Rules of Procedures of the Meeting of the Board of Directors

Reference is made to the announcement of the Company dated 21 November 2025 in relation to the proposed amendments to the Articles of Association and abolition of the Supervisory Committee, and the proposed amendments to the Rules of Procedures of the Shareholders' Meeting and the Rules of Procedures of the Meeting of the Board of Directors. In light of the following changes in applicable laws and regulations and the regulatory requirements in the places where the shares of the Company are listed, and taking into account the actual circumstances of the Company, the Board proposes to make certain amendments to the Articles of Association:

(i) the requirements under the New Company Law, the regulatory rules promulgated by the CSRC (including the Guidelines on the Articles of Association of Listed Companies (《上市公司章程指引》), the Rules of Shareholders' Meetings of Listed Companies (《上市公司股東會規則》) and the Code of Corporate Governance for Listed Companies (《上市公司治理準則》)), other applicable laws and regulations and the relevant rules of the stock exchanges and regulatory authorities in the places where the shares of the Company are listed;

LETTER FROM THE BOARD

(ii) the New Company Law and the Notice on the Transitional Arrangements for the Implementation of the Supporting Institutional Rules under the New Company Law (《關於新〈公司法〉配套制度規則實施相關過渡期安排》) issued by the CSRC, which require that listed companies shall, by 1 January 2026, in accordance with the New Company Law, the Regulations of the State Council on the Implementation of the Registered Capital Registration Administration System under the Company Law of the People's Republic of China (《國務院關於實施〈中華人民共和國公司法〉註冊資本登記管理制度的規定》) and the supporting institutional rules of the CSRC, provide in their articles of association for the establishment of an audit committee under the board of directors to perform the functions and powers of the supervisory committee, and to abolish the supervisory committee or supervisors; and

(iii) the Decision of the State Council on Repealing Certain Administrative Regulations and Documents (《國務院關於廢止部分行政法規和文件的決定》) issued by the State Council of the People's Republic of China (the "State Council"), and the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) together with the related guidelines issued by the CSRC (collectively, the "New Rules"), which came into effect on 31 March 2023. Upon the effective date of the New Rules, the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (《國務院關於股份有限公司境外募集股份及上市的特別規定》) and the Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas (《到境外上市公司章程必備條款》) were repealed. Pursuant to the New Rules, PRC issuers shall formulate their articles of association in accordance with the Guidelines on the Articles of Association of Listed Companies issued by the CSRC, and the relevant provisions concerning class shareholders will no longer apply. In view of the New Rules, the Stock Exchange also made certain amendments to the Hong Kong Listing Rules, which came into effect on 1 August 2023.

In addition, in light of the actual operational needs of the Company, the Board proposes to amend the relevant provisions of the Articles of Association regarding the scope of business. Details of the proposed amendments to the Articles of Association are set out in Appendix I to this circular.

The Board also proposes to make certain amendments to the Rules of Procedures of the Shareholders' Meeting and the Rules of Procedures of the Meeting of the Board of Directors to align with the proposed amendments to the Articles of Association. Details of the proposed amendments to the Rules of Procedures of the Shareholders' Meeting and the Rules of Procedures of the Meeting of the Board of Directors are respectively set out in Appendices II and III to this circular.

LETTER FROM THE BOARD

In addition, upon completion of the above proposed amendments, the Company will no longer maintain a Supervisory Committee or have any Supervisor. The Audit Committee of the Board will assume the functions and powers of the Supervisory Committee, and the Rules of Procedures of the Meeting of the Supervisory Committee of China Telecom Corporation Limited will be abolished simultaneously.

The proposed amendments to the Articles of Association and abolition of the Supervisory Committee and the proposed amendments to the Rules of Procedures of the Shareholders' Meeting are subject to approval by the Shareholders by way of special resolutions at the EGM, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting. The proposed amendments to the Rules of Procedures of the Meeting of the Board of Directors are subject to approval by the Shareholders by way of a special resolution at the EGM.

Proposed Election of Independent Non-Executive Director and the Remuneration Proposal for the Independent Non-Executive Director Candidate

Reference is made to the announcement of the Company dated 21 November 2025 in relation to the resignation and proposed appointment of an Independent Non-Executive Director. The Board has proposed to the Shareholders to consider and approve the proposed election of Mr. Lee Sunny Wai Kwong ("Mr. Lee") as an Independent Non-Executive Director of the Company and his remuneration proposal as ordinary resolutions at the EGM. Upon being elected as an Independent Non-Executive Director, Mr. Lee will also serve as the chairman and a member of the Remuneration Committee, as well as a member of the Audit Committee and the Nomination Committee of the Board.

Mr. Lee Sunny Wai Kwong, age 66, is a Chartered IT Professional and a Chartered Engineer. Mr. Lee is currently a member of the Beijing Municipal Committee of the Chinese People's Political Consultative Conference, the Board Chairman of Hong Kong Applied Science and Technology Research Institute Company Limited, an Ex-officio Member of Committee on Innovation, Technology and Industry Development of the HKSAR, an adjunct professor of the City University of Hong Kong, as well as a council member of The Hong Kong Management Association and Hong Kong Quality Assurance Agency and a Vice President of the council of Hong Kong Professionals and Senior Executives Association. Mr. Lee has more than 40 years of experience in business and technology management. He is the former Vice President (Administration) of the City University of Hong Kong, and served as Executive Director of IT and a member of board of management of The Hong Kong Jockey Club, an executive committee member of The Hong Kong and China Gas Company Limited where he also served as the Group's Chief Information Officer and Chief Executive Officer of two strategic diversification businesses, iCare.com Limited and Towngas Telecommunications Company Limited, etc. Mr. Lee is currently an Independent Non-Executive Director of BOC Hong Kong (Holdings) Limited, MTR Corporation Limited and SUNeVision Holdings Ltd., all of which are listed on the Stock Exchange. Mr. Lee obtained a bachelor's degree and a master's degree in Operations Research & Industrial Engineering from Cornell University in the United States.

LETTER FROM THE BOARD

Save as disclosed in this circular, Mr. Lee does not currently hold and had not held in the past three years any directorship in any listed companies. Mr. Lee does not currently hold any positions in the Company or any group companies of the Company or have any relationship with any other Director, Supervisor, senior management, controlling shareholder or substantial shareholder (as defined in the Hong Kong Listing Rules) of the Company. Furthermore, Mr. Lee does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong). Save as disclosed herein, there is no other information relating to the proposed appointment of Mr. Lee that should be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules nor any other matters which need to be brought to the attention of the Shareholders.

Mr. Lee has confirmed (i) his independence as regards each of the factors set out in Rule 3.13 of the Hong Kong Listing Rules; (ii) that he has no past or present financial or other interests in the business of the Company or its subsidiaries, and has no relationship with any of the Company's core connected persons (as defined in the Hong Kong Listing Rules); and (iii) that there are no other factors which may affect his independence at the time of appointment.

In light of positions and responsibilities of the proposed Independent Non-Executive Director in the Board and its special committees, the Remuneration Committee of the Company and the Board propose that the annual pre-tax remuneration of Mr. Lee be fixed at HK$350,000. Upon the appointment of Mr. Lee as an Independent Non-Executive Director of the Company having been approved at the EGM, the Company will enter into a service contract with Mr. Lee (the relevant proposed appointment will be effective from the date of passing the relevant resolutions at the EGM until the annual general meeting of the Company for the year 2025 to be held in year 2026).

3. RECOMMENDATION

The Board considers that all resolutions proposed at the EGM and the H Shareholders' Class Meeting are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favour of the resolutions to be proposed at the EGM and the H Shareholders' Class Meeting.

LETTER FROM THE BOARD

4. EGM AND H SHAREHOLDERS' CLASS MEETING

Notices convening the EGM and the H Shareholders' Class Meeting are set out on pages 345 to 348 of this circular. The relevant forms of proxy are enclosed. Whether or not Shareholders are able to attend the EGM and/or the H Shareholders' Class Meeting, they are requested to complete and return the enclosed forms of proxy to Computershare Hong Kong Investor Services Limited, the Company's H share registrar (for holders of H Shares) as soon as practicable and in any event by not later than 24 hours before the time designated for holding the EGM and/or the H Shareholders' Class Meeting or any adjournment thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the forms of proxy will not preclude Shareholders from attending and voting in person at the EGM and/or the H Shareholders' Class Meeting should they so wish.

By Order of the Board

China Telecom Corporation Limited

Ke Ruiwen

Chairman and Chief Executive Officer

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 1: GENERAL PROVISIONS	CHAPTER 1: GENERAL PROVISIONS
Article 1	This Articles of Association (the “Articles of Association”) is formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), Securities Law of the People’s Republic of China (the “Securities Law”), Guidelines for the Articles of Association of Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (the “SSE Listing Rules”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and other laws, administrative regulations and regulatory rules of relevant governmental regulatory authorities to safeguard the legitimate rights and interests of China Telecom Corporation Limited (the “Company”), its shareholders and creditors, and to regulate the organisation and activities of the Company.	This Articles of Association (the “Articles of Association”) is formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), Securities Law of the People’s Republic of China (the “Securities Law”), Guidelines for the Articles of Association of Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (the “SSE Listing Rules”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and other laws, administrative regulations and regulatory rules of relevant governmental regulatory authorities to safeguard the legitimate rights and interests of China Telecom Corporation Limited (the “Company”), its shareholders, employees and creditors, and to regulate the organisation and activities of the Company.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 2	The Company is a joint stock limited company established in accordance with the Company Law and other relevant laws and regulations of the State.
The Company was established by way of promotion with the approval of the State Economic and Trade Commission of the People's Republic of China, as evidenced by approval document Guo Jing Mao Qi Gai [2002] no. 656. It is registered with and has obtained a business licence from the State Administration for Industry & Commerce of the People's Republic of China on 10 September 2002. The Company's unified social credit code is: 9111000071093019X7.
The promoter of the Company is: China Telecommunications Corporation (currently known as China Telecommunications Corporation).	The Company is a joint stock limited company established in accordance with the Company Law and other relevant laws and regulations of the State.
The Company was established by way of promotion with the approval of the State Economic and Trade Commission of the People's Republic of China, as evidenced by approval document Guo Jing Mao Qi Gai [2002] no. 656. It is registered with and has obtained a business licence from the State Administration for Industry & Commerce of the People's Republic of China on 10 September 2002. The Company's unified social credit code is: 9111000071093019X7.
The promoter of the Company is: China Telecommunications Corporation (currently known as China Telecommunications Corporation).
Article 5	The Company's legal representative is the Chairperson of the board of directors of the Company.	The Company's legal representative is the Chairperson of the board of directors of the Company.
If the Chairperson of the board of directors resigns, he/she shall be deemed to have simultaneously resigned as the legal representative.
If the legal representative resigns, the Company shall determine a new legal representative within thirty (30) days from the date of resignation of the legal representative.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 6	Newly added article	The legal consequences of civil activities conducted 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 shareholders' meeting shall not be asserted against a bona fide counterpart.
If the legal representative causes damage to others while performing duties, the Company shall bear civil liability. After assuming civil liability, the Company may, in accordance with the provisions of the law or the Articles of Association, seek indemnification from the legal representative at fault.
Article 7	The Company is a joint stock limited company with perpetual existence.
The total capital of the Company is divided into shares with the same par value per share. The shareholders shall assume their liabilities to the extent of their respective shareholdings in the Company, while the Company undertakes all of its liabilities with all of its assets.
The Company is an independent corporate legal person, and is subject to the jurisdiction of and protected by the laws and regulations of the People's Republic of China.	The Company is a joint stock limited company with perpetual existence.
The total capital of the Company is divided into shares with the same par value per share. The shareholders shall assume their liabilities to the extent of the shares they subscribe for their respective shareholdings in the Company, while the Company undertakes all of its liabilities with all of its assets.
The Company is an independent corporate legal person, and is subject to the jurisdiction of and protected by the laws and administrative regulations of the People's Republic of China.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 8	The Articles of Association shall take effect from the date of approval of the shareholders’ general meeting. After the Articles of Association come into effect, the original articles of association shall be superseded by the Articles of Association.	The Articles of Association shall take effect from the date of approval of the shareholders’ general meeting. After the Articles of Association come into effect, the original articles of association shall be superseded by the Articles of Association.
Article 9	From the date on which the Company’s Articles of Association comes into effect, the Company’s Articles of Association constitute the legally binding document that regulates the Company’s organisation and activities, and the rights and obligations between the Company and each shareholder and among the shareholders.	From the date on which the Company’s Articles of Association comes into effect, the Company’s Articles of Association constitute the legally binding document that regulates the Company’s organisation and activities, and the rights and obligations between the Company and each shareholder and among the shareholders.
Article 10	In accordance with the Company Law and the Constitution of the Communist Party of China (the “Party”), the Company shall set up Party organisations. The Party organisations shall perform the core leadership and political functions. The Company shall set up Party working organs, which shall be equipped with sufficient staff to handle Party affairs and provided with sufficient funds to operate the Party organisations.	In accordance with the Company Law and the Constitution of the Communist Party of China (the “Party”), the Company shall set up Party organisations to carry out Party activities. The Party organisations shall perform the core leadership and political functions in guiding the direction, managing the overall situation, ensuring implementation, and discussing and deciding on major issues of the Company in accordance with regulations. The Company shall set up Party working organs, which shall be equipped with sufficient competent staff to handle Party affairs and provided with sufficient funds to operate the Party organisations.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 11	The Company’s Articles of Association are binding on the Company and its shareholders, directors, supervisors, general manager and other senior management personnel, all of whom may, according to the Company’s Articles of Association, assert rights in respect of the affairs of the Company.

Pursuant to the Articles of Association, a shareholder may sue another shareholder, and may take action against the directors, supervisors, general manager and other senior management personnel of the Company; shareholders may sue the Company, and the Company may sue the shareholders, directors, supervisors and general manager and other senior management personnel pursuant to the Articles of Association.

The suit referred to in the preceding paragraph include court proceedings and an application to an arbitration tribunal to commence arbitration proceedings.

Senior management personnel mentioned in the Articles of Association refers to the Company’s president, vice executive president, chief financial officer, secretary of the board of directors and other personnel ascertained by the Company. | The Company’s Articles of Association are binding on the Company and its shareholders, directors, supervisors, general manager and other senior management personnel, all of whom may, according to the Company’s Articles of Association, assert rights in respect of the affairs of the Company.

The suit referred to in the preceding paragraph include court proceedings and an application to an arbitration tribunal to commence arbitration proceedings.

Senior management personnel mentioned in the Articles of Association refers to the Company’s president, vice executive president executive vice president, chief financial officer, secretary of the board of directors and other personnel ascertained by the Company. |

13 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 13	Subject to compliance with PRC laws and administrative regulations, the Company shall have the right to raise funds, including (but not limited to) loans and issue of debentures, etc. and shall have the right to charge or pledge its assets.	Subject to compliance with PRC laws and administrative regulations, the Company shall have the right to raise funds, including (but not limited to) loans and issue of debentures, etc. and shall have the right to charge or pledge its assets.
/	CHAPTER 2: THE COMPANY'S OBJECTIVES AND SCOPE OF BUSINESS	CHAPTER 2: THE COMPANY'S OBJECTIVES AND SCOPE OF BUSINESS
Article 14	The Company's objectives are: comply with State laws and regulations, be market driven, actively adopt advanced communications technologies, and develop telecommunications and information businesses; strengthen management and increase service quality; provide fast, convenient and accurate communication services to society and satisfy the needs of society; improve enterprise efficiency, increase enterprise competitiveness and create profits for shareholders.	The Company's objectives are: comply with State laws and administrative regulations, be market driven, actively adopt advanced communications technologies, and develop telecommunications and information businesses; strengthen management and increase service quality; provide fast, convenient and accurate communication services to society and satisfy the needs of society; improve enterprise efficiency, increase enterprise competitiveness and create profits for shareholders.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 15	The Company's scope of business shall be consistent with and subject to the scope of business approved by the authority responsible for the registration of the Company.	The Company's scope of business shall be consistent with and subject to the scope of business approved by the market supervision and administration authority authority responsible for the registration of the Company. For the scope subject to approval in accordance with the law, the corresponding business activities may only be carried out after approval by the relevant authorities is obtained.
	Basic telecommunications businesses include:Engage in second generation 800MHz CDMA digital cellular mobile communications business, third generation CDMA2000 digital cellular mobile communications business, the LTE/4G digital cellular mobile communications business (TD-LTE/LTE FDD), fifth generation digital cellular mobile communications business, satellite mobile communications business, satellite fixed communications business, satellite transponders rental and sales business in the People's Republic of China.	Basic telecommunications businesses include:Engage in second generation 800MHz CDMA digital cellular mobile communications business, third generation CDMA2000 digital cellular mobile communications business, the LTE/4G digital cellular mobile communications business (TD-LTE/LTE FDD), fifth generation digital cellular mobile communications business, satellite mobile communications business, satellite fixed communications business, satellite transponders rental and sales business in the People's Republic of China.

15 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Engage in local fixed communications business (including local wireless ring circuit business), domestic fixed long-distance communications business, international fixed long-distance communications business, Internet international data transmission business, international data communications business, public telegraph and subscriber telegraph business, 26GHz wireless access facilities services business, and domestic communications facilities services business in the 21 provinces, municipalities and autonomous regions of Beijing, Shanghai, Jiangsu, Zhejiang, Anhui, Fujian, Jiangxi, Hubei, Hunan, Guangdong, Guangxi, Hainan, Chongqing, Sichuan, Guizhou, Yunnan, Shaanxi, Gansu, Qinghai, Ningxia and Xinjiang.

Engage in 3.5GHz wireless access facilities services business in Nanjing, Hefei, Kunming, Hubei, Hunan, Hainan, Sichuan, Guizhou and Gansu. | Engage in local fixed communications business (including local wireless ring circuit business), domestic fixed long-distance communications business, international fixed long-distance communications business, Internet international data transmission business, international data communications business, public telegraph and subscriber telegraph business, 26GHz wireless access facilities services business, and domestic communications facilities services business in the 21 provinces, municipalities and autonomous regions of Beijing, Shanghai, Jiangsu, Zhejiang, Anhui, Fujian, Jiangxi, Hubei, Hunan, Guangdong, Guangxi, Hainan, Chongqing, Sichuan, Guizhou, Yunnan, Shaanxi, Gansu, Qinghai, Ningxia and Xinjiang.

Engage in 3.5GHz wireless access facilities services business in six provincial-level administrative regions including Nanjing, Hefei, Kunming, Hubei Province, Hunan Province, Hainan Province, Sichuan Province, Guizhou Province and Gansu Province, and three municipal-level administrative regions including Nanjing, Hefei, and Kunming. |

16 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Value-added telecommunications businesses include:

Engage in domestic fixed data transmission business, Customer Premises Network (CPN) business, network hosting business, domestic Internet virtual private network business, Internet access services business, online data processing and transaction processing business, storage and forwarding business, domestic call centre business, information services business (excluding mobile information services and Internet information services) and wireless data transmission business in Beijing, Shanghai, Jiangsu, Zhejiang, Anhui, Fujian, Jiangxi, Hubei, Hunan, Guangdong, Guangxi, Hainan, Chongqing, Sichuan, Guizhou, Yunnan, Shaanxi, Gansu, Qinghai, Ningxia and Xinjiang; engage in domestic Very Small Aperture Terminal communications business, Internet data centre business, domestic multi-party communications services, content distribution network business, information services business (limited to mobile information services) in the People’s Republic of China; engage in information services business (limited to Internet information services), Internet domain name resolution service business. | Value-added telecommunications businesses include:

17 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	IPTV transmission services: provide signal transmission and the relevant technical support between the IPTV integrated broadcast and control platforms and TV user terminals; the transmission network is built upon the fixed telecommunications network (including the Internet) to set up networks which are exclusive for the transmission of IPTV signals; the IPTV transmission services are conducted in defined territories.
Internet mapping services.	IPTV transmission services: provide signal transmission and the relevant technical support between the IPTV integrated broadcast and control platforms and TV user terminals; the transmission network is built upon the fixed telecommunications network (including the Internet) to set up networks which are exclusive for the transmission of IPTV signals; the IPTV transmission services are conducted in defined territories.
Internet mapping services.

18 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	General businesses include:
Engage in system integration, technology development, technical services, technology consulting, information consulting, the manufacture, sale, installation, design and construction of equipment, computer hardware and software in connection with communications and information businesses; leasing of properties, leasing of communications facilities; design, construction and repair of safety technologies and security systems; advertising.	General businesses include:
InformationEngage in system integration services; technology development, technical services, technology consulting, technology exchange, technology transfer, technology promotion; information consulting services (excluding licenced information consulting services), the retail of computer software and hardware and auxiliary equipment; sales of communication equipment; non-residential real estate leasing; computer and communication equipment leasing; design and construction services for security technology prevention systems; professional repair of communication transmission equipment; advertising production; advertising release; advertising design and agency; cloud computing equipment technology services; business outsourcing services based on cloud platforms; big data services; internet data services; industrial internet data services; artificial intelligence industry application system integration services; artificial intelligence general application systems; artificial intelligence basic software development; network and information security software development; internet security services; security consultation services; sales of information security equipment; quantum computing technology services; digital technology services; sales of commercial cryptographic products, manufacture, sale, installation, design and construction of equipment, computer hardware and software in connection with communications and information businesses; leasing of properties, leasing of communications facilities; design, construction and repair of safety technologies and security systems; advertising.

19 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 16	The Company may, based on its business development needs, establish wholly-owned subsidiaries, controlled subsidiaries, branches, representative offices and other branch organisations.
Based on its business development needs and upon approval of the relevant governmental authorities, the Company may adjust its scope of business and manner of operation from time to time, and may establish branch organisations and/or representative offices (irrespective of whether controlled or owned by it) in the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the Taiwan Region.	The Company may, based on its business development needs, establish wholly-owned subsidiaries, controlled subsidiaries, branches, representative offices and other branch organisations.
Based on its business development needs and upon approval of the relevant governmental authorities, the Company may adjust its scope of business and manner of operation from time to time, and may establish branch organisations and/or representative offices (irrespective of whether controlled or owned by it) in the Hong Kong Special Administrative Region (“Hong Kong”), the Macau Special Administrative Region (“Macau”) and the Taiwan Region of the People’s Republic of China.

20 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 3: SHARES AND REGISTERED CAPITAL	CHAPTER 3: SHARES AND REGISTERED CAPITAL
Article 17	The shares of the Company shall take the form of stocks.
There must, at all times, be ordinary shares in the Company. The ordinary shares issued by the Company include domestic-invested shares and foreign-invested shares. Subject to the approval by the authorities that are authorised by the State Council to examine and approve companies, the Company may, according to its requirements, create different classes of shares.	The shares of the Company shall take the form of stocks.
There must, at all times, be ordinary shares in the Company. The ordinary shares issued by the Company include domestic-invested shares and foreign-invested shares. The Company may, if necessary, issue different classes of shares with rights different from those of ordinary shares, including shares with preferential or deferred distribution of profits or residual assets, or other classes of shares stipulated by the State Council, in accordance with the relevant provisions of laws, administrative regulations, departmental rules, relevant regulatory documents and the Securities Regulatory Authorities in the places where the Company's shares are listed (including stock exchanges, hereinafter collectively referred to as “the Securities Regulatory Authorities in the places where the Company's shares are listed”). Subject to the approval by the authorities that are authorised by the State Council to examine and approve companies, the Company may, according to its requirements, create different classes of shares.

21 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 18	The shares issued by the Company shall each have a par value of Renminbi one (1.00) yuan.

“Renminbi” referred to in the previous paragraph means the legal currency of the PRC. | The shares issued by the Company are shares with a par value in Renminbi, and the par value of each share is shall each have a par value of Renminbi one (1.00) yuan.

“Renminbi” referred to in the previous paragraph means the legal currency of the PRC. |
| Article 19 | The Company may issue shares to Domestic Investors and Foreign Investors according to laws. Shares of the Company shall be issued in accordance with the principles of openness, fairness and impartiality. Shares of the same class shall rank pari passu with each other. For same class of shares issued in the same tranche, each share shall be issued under the same conditions and at the same price. For the shares subscribed by any entity or individual, the price payable for each of such shares shall be the same.

“Foreign Investors” referred to in the previous paragraph mean those investors who subscribe for the shares issued by the Company and who are located in foreign countries and in the regions of Hong Kong, Macau and Taiwan. “Domestic Investors” mean those investors who subscribe for the shares issued by the Company within the territory of the PRC who are located outside of the jurisdictions mentioned above. | The Company may issue shares to Domestic Investors and Foreign Investors according to laws. Shares of the Company shall be issued in accordance with the principles of openness, fairness and impartiality. Shares of the same class shall rank pari passu with each other. For same class of shares issued in the same tranche, each share shall be issued under the same conditions and at the same price. For the shares subscribed by any entity or individual as subscriber, the price payable for each of such shares shall be the same.

– 22 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 22	The Company issued a total of 91,507,138,699 ordinary shares, of which 68,317,270,803 were issued to the promoter of the Company at the time when the Company was established, representing 74.66% of the issued ordinary share capital.	The total number of shares issued by the CompanyCompany issued a total of is 91,507,138,699 ordinary shares, all of which are ordinary shares, of which 68,317,270,803 ordinary shares were issued to the promoter of the Company at the time when the Company was established, with a par value of Renminbi one (1.00) yuan per share, representing 74.66% of the then issued ordinary share capital.
Article 23	Upon the initial public offering and listing of the Overseas-Listed Foreign-Invested Shares of the Company, the Company issued 12,615,097,518 Overseas-Listed Foreign-Invested Shares (H shares). Pursuant to the Provisional Measures on the Administration of the Reduction of the State-Owned Shares for Raising Social Security Funds, the number of Overseas-Listed Foreign-Invested Shares (H Shares) converted from a reduction by holders of State-owned shares of their shareholdings of the State-owned shares amounted to 1,262,312,482 shares. The total number of the Overseas-Listed Foreign-Invested Shares (H Shares) issued by the Company shall be 13,877,410,000 shares, representing 17.15% of the then issued ordinary share capital of the Company.	Upon the initial public offering and listing of the Overseas-Listed Foreign-Invested Shares of the Company, the Company issued 12,615,097,518 Overseas-Listed Foreign-Invested Shares (H shares). Pursuant to the Provisional Measures on the Administration of the Reduction of the State-Owned Shares for Raising Social Security Funds, the number of Overseas-Listed Foreign-Invested Shares (H Shares) converted from a reduction by holders of State-owned shares of their shareholdings of the State-owned shares amounted to 1,262,312,482 shares. The total number of the Overseas-Listed Foreign-Invested Shares (H Shares) issued by the Company shall be 13,877,410,000 shares, representing 17.15% of the then issued ordinary share capital of the Company.

– 23 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	The share capital structure of ordinary shares prior to the initial public offering and listing of A Shares by the Company is: there are a total of 80,932,368,321 ordinary shares issued, of which 57,377,053,317 shares are held by the promoter, China Telecommunications Corporation (currently known as China Telecommunications Corporation), representing 70.89% of the total of the ordinary shares issued then by the Company. The other holders of the domestic shares are Guangdong Rising Holdings Group Co., Ltd., who holds a total of 5,614,082,653 shares representing 6.94% of the total ordinary shares issued then by the Company, Jiangsu Guoxin Group Limited, who holds a total of 957,031,543 shares representing 1.18% of the total ordinary shares issued then by the Company, Zhejiang Provincial Financial Development Co., Ltd., who holds a total of 2,137,473,626 shares representing 2.64% of the total ordinary shares issued then by the Company and Fujian Investment & Development Group Co., Ltd, who holds a total of 969,317,182 shares representing 1.20% of the total ordinary shares issued then by the Company. A total of 13,877,410,000 shares are held by holders of Overseas-Listed Foreign-Invested Shares (H Shares), representing 17.15% of the total ordinary shares issued then by the Company.	The share capital structure of ordinary shares prior to the initial public offering and listing of A Shares by the Company is: there are a total of 80,932,368,321 ordinary shares issued, of which 57,377,053,317 shares are held by the promoter, China Telecommunications Corporation (currently known as China Telecommunications Corporation), representing 70.89% of the total of the ordinary shares issued then by the Company. The other holders of the domestic shares are Guangdong Rising Holdings Group Co., Ltd., who holds a total of 5,614,082,653 shares representing 6.94% of the total ordinary shares issued then by the Company, Jiangsu Guoxin Group Limited, who holds a total of 957,031,543 shares representing 1.18% of the total ordinary shares issued then by the Company, Zhejiang Provincial Financial Development Co., Ltd. (currently known as Zhejiang Provincial Financial Development Group Co., Ltd.), who holds a total of 2,137,473,626 shares representing 2.64% of the total ordinary shares issued then by the Company and Fujian Investment & Development Group Co., Ltd, who holds a total of 969,317,182 shares representing 1.20% of the total ordinary shares issued then by the Company. A total of 13,877,410,000 shares are held by holders of Overseas-Listed Foreign-Invested Shares (H Shares), representing 17.15% of the total ordinary shares issued then by the Company.

24 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Upon approval by the securities regulatory authority of the State Council, 10,574,770,378 A Shares will be issued upon initial public offering of the Company and listed on the Shanghai Stock Exchange. After the initial public offering and listing of A Shares, the ordinary share capital structure of the Company comprises: 91,507,138,699 ordinary shares, including 77,629,728,699 A Shares, accounting for approximately 84.83% of the total number of ordinary shares that may be issued by the Company; and 13,877,410,000 H shares, accounting for approximately 15.17% of the total number of ordinary shares that may be issued by the Company.

A Shares issued by the Company are centrally deposited with a depositary institution in accordance with relevant requirements; Overseas-Listed Foreign-Invested Shares issued by the Company may be deposited with a nominee company in accordance with the laws and requirements of securities registration and depository of the place where the shares of the Company are listed, or may also be held by shareholders in their own names. | Upon approval by the securities regulatory authority of the State Council, 10,574,770,378 A Shares will be issued upon initial public offering of the Company and listed on the Shanghai Stock Exchange. After the initial public offering and listing of A Shares, the ordinary share capital structure of the Company comprises: 91,507,138,699 ordinary shares, including 77,629,728,699 A Shares, accounting for approximately 84.83% of the total number of ordinary shares that may be issued by the Company; and 13,877,410,000 H shares, accounting for approximately 15.17% of the total number of ordinary shares that may be issued by the Company.

25 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 25	The Company may, based on its operating and development needs, and in accordance with the relevant laws and regulations, increase its registered capital in the following manners upon respective resolutions being adopted by the shareholders’ general meetings:

(1) by offering of shares to unspecified objects;

(2) by offering of shares to specified objects;

(3) by allotting bonus shares to its existing shareholders;

(4) by capitalising its capital common reserve;

(5) by any other means which is permitted by law and administrative regulations and the securities regulatory authority of the State Council.

After the Company’s increase of share capital by way of the issuance of new shares has been approved in accordance with the provisions of the Company’s Articles of Association, the issuance thereof should be made in accordance with the procedures set out in the relevant State laws and administrative regulations. | The Company may, based on its operating and development needs, and in accordance with the relevant laws and administrative regulations, increase its registered capital in the following manners upon respective resolutions being adopted by the shareholders’ general meetings:

(1) by offering of shares to unspecified objects;

(2) by offering of shares to specified objects;

(3) by allotting bonus shares to its existing shareholders;

(4) by capitalising its capital common reserve;

(5) by any other means which is permitted by law and administrative regulations and prescribed by the securities regulatory authority of the State Council.

When the Company issues new shares to increase its registered capital, shareholders shall not have pre-emptive rights, unless otherwise provided in the Articles of Association or resolved by a shareholders’ meeting that shareholders shall have pre-emptive rights. |

– 26 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 26	The Company shall not accept any pledge with its own shares as the subject matter.	The Company shall not accept any pledge with its own shares as the subject matter.
Article 27	The Company's shares may be transferred in accordance with laws.
Shares of the Company held by the promoters shall not be transferred within one (1) year from the date of the establishment of the Company.
The shares of the Company issued prior to the Company's public offering of shares shall not be transferred within one (1) year from the date the shares of the Company being listed and traded on the stock exchange(s). Where the laws, administrative regulations, departmental rules, relevant regulatory documents and the securities regulatory authorities in the place where the Company's shares are listed (including the stock exchanges, hereafter the "Securities Regulatory Authorities") have any other provisions, such provisions shall prevail.	The Company's shares may ~~shall~~ be transferred in accordance with laws.
Shares of the Company held by the promoters ~~shall not be transferred within one (1) year from the date of the establishment of the Company.~~
The shares of the Company issued prior to the Company's public offering of shares shall not be transferred within one (1) year from the date the shares of the Company being listed and traded on the stock exchange(s). Where the laws, administrative regulations, departmental rules, relevant regulatory documents and the securities regulatory authorities in the place where the Company's shares are listed (including the stock exchanges, hereafter the "Securities Regulatory Authorities") have any other provisions, such provisions shall prevail.

27 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	The directors, supervisors and senior management personnel of the Company shall report to the Company their shareholdings in the Company and changes therein and shall not transfer more than 25% per annum of the total number of the shares of the Company held by them during their term of office, unless such changes are caused by compulsory judicial enforcement, inheritance, legacy or distribution of properties in accordance with laws. The shares of the Company held by them shall not be transferred within one (1) year from the date the shares of the Company being listed and traded on the stock exchange(s). The aforementioned person(s) shall not transfer the shares of the Company held by them within six (6) months commencing from the termination of their service.	The directors, supervisors and senior management personnel of the Company shall report to the Company their shareholdings in the Company and changes therein and shall not transfer more than twenty-five percent (25%) per annum of the total number of the shares of the same class of the Company held by them during their term of office determined upon appointment, unless such changes are caused by compulsory judicial enforcement, inheritance, legacy or distribution of properties in accordance with laws. The shares of the Company held by them shall not be transferred within one (1) year from the date the shares of the Company being listed and traded on the stock exchange(s). The aforementioned person(s) shall not transfer the shares of the Company held by them within six (6) months commencing from the termination of their service.

Where the laws, administrative regulations, departmental rules, relevant regulatory documents and rules of the Securities Regulatory Authorities in the places where the Company's shares are listed have other provisions regarding the transfer of shares held by shareholders in the Company, such provisions shall prevail. |

28 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 28	If the Company and its shareholders, directors, supervisors, and senior management personnel holding 5% or more shares of the Company sell the shares of the Company or other securities of an equity nature within six (6) months after the purchase, or repurchase the shares within six (6) months after the sale, the income received shall be attributable to the Company, and shall be recovered by the board of directors of the Company. However, the restriction shall not apply to a securities firm which holds 5% or more of the Company’s shares as a result of its purchasing of the untaken shares in an offer and other circumstances stipulated by the securities regulatory authority under the State Council.

The shares or other securities of equity nature held by any director, supervisor, senior management personnel or individual shareholder referred to in the preceding paragraph include the stocks or other securities of an equity nature held by their spouses, parents and children, and any of the above which is indirectly held in others’ accounts.

Where the board of directors of the Company does not comply with the provision of the first paragraph, the shareholders are entitled to request the board of directors to do so within thirty (30) days. Where the board of directors does not do so within the said period, the shareholders are entitled to initiate legal proceedings directly to the People’s Court in their own names for the interests of the Company.

If the board of directors of the Company does not enforce the provision of the first paragraph, the accountable directors shall be assumed joint and several responsibilities in accordance with laws. | If the Company and its shareholders, directors, supervisors, and senior management personnel holding five percent (5%) or more shares of the Company sell the shares of the Company or other securities of an equity nature within six (6) months after the purchase, or repurchase the shares within six (6) months after the sale, the income received shall be attributable to the Company, and shall be recovered by the board of directors of the Company. However, the restriction shall not apply to a securities firm which holds five percent (5%) or more of the Company’s shares as a result of its purchasing of the untaken shares in an offer and other circumstances stipulated by the securities regulatory authority under the State Council.

– 29 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 4: REDUCTION OF CAPITAL AND REPURCHASE OF SHARES	CHAPTER 4: REDUCTION OF CAPITAL AND REPURCHASE OF SHARES
Article 30	The Company must prepare a balance sheet and an inventory of assets when it reduces its registered capital.	The Company must will prepare a balance sheet and an inventory of assets when it reduces its registered capital.
	The Company shall notify its creditors within ten (10) days of the date of the Company's resolution for reduction of capital and shall publish an announcement in a newspaper within thirty (30) days of the date of such resolution. A creditor has the right within thirty (30) days of receipt of the notice from the Company or, in the case of a creditor who does not receive such notice, within forty-five (45) days of the date of the public announcement, to require the Company to repay its debts or to provide a corresponding guarantee for such debt.	The Company shall notify its creditors within ten (10) days of the date of the Company's resolution for reduction of capital and shall publish an announcement in a newspaper or on the National Enterprise Credit Information Publicity System within thirty (30) days of the date of such resolution. A creditor has the right within thirty (30) days of receipt of the notice from the Company or, in the case of a creditor who does not receive such notice, within forty-five (45) days of the date of the public announcement, to require the Company to repay its debts or to provide a corresponding guarantee for such debt.
	The Company's registered capital may not, after the reduction in capital, be lower than the minimum amount prescribed by law.	When the Company reduces its registered capital, the capital contribution of, or shares held by, its shareholders shall be reduced proportionally in accordance with their respective shareholding ratio, unless otherwise provided by laws, administrative regulations, departmental rules, relevant regulatory documents or resolutions of the shareholders' meeting. The Company's registered capital may not, after the reduction in capital, be lower than the minimum amount prescribed by law.

30 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 31	Newly added article	If the Company still has losses after making up for such losses in accordance with paragraph two of Article 175 of the Articles of Association, it may reduce its registered capital to make up for the losses. If 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 obligation to make capital contributions or payment for shares.

Where the registered capital is reduced in accordance with the preceding paragraph, the provisions of paragraph three of Article 30 of the Articles of Association shall not apply, but an announcement shall be published in a newspaper or on the National Enterprise Credit Information Publicity System within thirty (30) days from the date on which the shareholders’ meeting passes the 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 before the accumulated amount of statutory common reserve fund and discretionary common reserve fund reaches fifty percent (50%) of the Company’s registered capital. |

31 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 32	Newly added article	If the consideration paid for a merger does not exceed ten percent (10%) of the Company's net assets, it may be implemented without a resolution of the shareholders' meeting, except as otherwise provided in the Articles of Association.
If the Company merges in accordance with the provisions of the preceding paragraph without a resolution of the shareholders' meeting, the merger shall be subject to a resolution of the board of directors.
Article 33	The Company may not acquire its shares except under the following circumstances:
(1) reducing its capital;
(2) merging with another company that holds shares in the Company;
(3) utilising shares for employee stock ownership plan or share incentive scheme;
(4) repurchasing shares upon request raised by shareholders who had divergent views on approved resolutions in connection with a merger and division of the Company at the general meeting;
(5) utilising shares for conversion of corporate bonds issued by the Company which are convertible into shares;	The Company may not acquire its shares except under the following circumstances:
(1) reducing its capital;
(2) merging with another company that holds shares in the Company;
(3) utilising shares for employee stock ownership plan or share incentive scheme;
(4) repurchasing shares upon request raised by shareholders who had divergent views on approved resolutions in connection with a merger and division of the Company at the shareholders' general meeting;
(5) utilising shares for conversion of corporate bonds issued by the Company which are convertible into shares;

– 32 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(6) as necessary for maintenance of the Company's value and shareholders' rights and interests; (7) other circumstances as permitted under laws and administrative regulations. The Company's acquisition of its issued and outstanding shares shall comply with the provisions of Articles 31 to 33 of the Articles of Association.	(6) as necessary for maintenance of the Company's value and shareholders' rights and interests; (7) other circumstances as permitted under laws and administrative regulations. The Company's acquisition of its issued and outstanding shares shall comply with the provisions of Articles 31-34 to 33-36 of the Articles of Association.
Article 34	The Company may acquire the shares of the Company by way of open and centralised trading, or by other means permitted by laws, administrative regulations and the State Council's securities regulatory authority. Any acquisition of shares by the Company under the circumstances stated in clause (3), (5) or (6) of paragraph one of Article 30 shall be made by way of a public centralised trading.	The Company may acquire the shares of the Company by way of open and centralised trading, or by other means permitted by laws, administrative regulations and the State Council's securities regulatory authority. Any acquisition of shares by the Company under the circumstances stated in clause (3), (5) or (6) of paragraph one of Article 3033 shall be made by way of a public centralised trading.
Article 35	Any acquisition of shares by the Company pursuant to the provisions as stated in clause (1) or (2) of paragraph one of Article 30 shall be subject to a shareholders' resolution approved in a general meeting. Any acquisition of shares by the Company pursuant to the provisions as stated in clause (3), (5) or (6) of paragraph one of Article 30 shall be subject to a board resolution approved by two-thirds or more of the directors attending the meeting pursuant to the authorisation of shareholders.	Any acquisition of shares by the Company pursuant to the provisions as stated in clause (1) or (2) of paragraph one of Article 30-33 shall be subject to a shareholders' resolution approved in a shareholders' general meeting. Any acquisition of shares by the Company pursuant to the provisions as stated in clause (3), (5) or (6) of paragraph one of Article 30-33 shall be subject to a board resolution approved by two-thirds or more of the directors attending the shareholders' meeting pursuant to the authorisation of shareholders.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 36	In the event that the acquisition of shares by the Company in accordance with paragraph one of Article 30 is under the circumstances stated in clause (1), the shares shall be cancelled within ten (10) days from the day of acquisition; in the event that such acquisition is under the circumstances stated in clause (2) or (4), the shares shall be transferred or cancelled within six (6) months; in the event that such acquisition is under the circumstances stated in clause (3), (5) or (6), the total shares of the Company held by the Company shall not exceed 10% of the total shares of the Company in issue and shall be transferred or cancelled within three (3) years.

The aggregate par value of the cancelled shares shall be deducted from the Company’s registered share capital. | In the event that the acquisition of shares by the Company in accordance with paragraph one of Article 30-33 is under the circumstances stated in clause (1), the shares shall be cancelled within ten (10) days from the day of acquisition; in the event that such acquisition is under the circumstances stated in clause (2) or (4), the shares shall be transferred or cancelled within six (6) months; in the event that such acquisition is under the circumstances stated in clause (3), (5) or (6), the total shares of the Company held by the Company shall not exceed ten percent (10%) of the total number of shares of the Company in issue and shall be transferred or cancelled within three (3) years.

Where the Securities Regulatory Authorities in the places where the Company’s shares are listed have other provisions regarding share buy-backs and cancellations, such provisions shall prevail.

The aggregate par value of the cancelled shares shall be deducted from the Company’s registered share capital. |

34 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 5: FINANCIAL ASSISTANCE FOR THE ACQUISITION OF SHARES	CHAPTER 5: FINANCIAL ASSISTANCE FOR THE ACQUISITION OF SHARES
Article 37	The Company or its subsidiaries (including the affiliates of the Company) shall not provide financial assistance in the form of gifts, advances, guarantees, compensation or loans, etc. to a person who is acquiring or intends to acquire shares in the Company.	The Company or its subsidiaries (including the affiliates of the Company) shall not provide financial assistance in the form of gifts, advances, guarantees, compensation or loans, etc. for others to acquire shares in the Company or its parent company, except for the Company's implementation of an employee stock ownership plan to a person who is acquiring or intends to acquire shares in the Company. For the benefit of the Company, by a resolution of the shareholders' meeting, or by a resolution of the board of directors in accordance with the Articles of Association or the authorisation of the shareholders' 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 financial assistance shall not exceed ten percent (10%) of the total issued share capital. Resolutions of the board of directors shall be passed by two thirds or more of all directors.

– 35 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 6: SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS	CHAPTER 6: SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS
Article 38	Share certificates of the Company shall be in registered form.	Share certificates of the Company shall be in registered form.
	The share certificate of the Company shall contain following main particulars:	The share certificate of the Company shall contain following main particulars:
	(1) the name of the Company;	(1) the name of the Company;
	(2) the date of incorporation of the Company;	(2) the date of incorporation of the Company;
	(3) the class of shares, par value and number of shares it represents;	(3) the class of shares, par value and number of shares it represents;
	(4) the share certificate number;	(4) the share certificate number;
	(5) other matters required to be stated therein by the Company Law and the stock exchange(s) on which the Company's shares are listed.	(5) other matters required to be stated therein by laws such as the Company Law, administrative regulations and the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed the stock exchange(s) on which the Company's shares are listed.

36 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 40	Share certificates of the Company shall be signed by the Chairperson of the Company’s board of directors. Where the stock exchange(s) on which the Company’s shares are listed require other senior management personnel of the Company to sign on the share certificates, the share certificates shall also be signed by such senior management personnel. The share certificates shall take effect after being affixed with the seal of the Company (including the securities seal of the Company) or having the seal printed thereon. The share certificate shall be imprinted with the seal of the Company or the securities seal of the Company under the authorisation of the board of directors. The signatures of the Chairperson of the board of directors or other senior management personnel of the Company may be printed in mechanical form.

In case of paperless issue and trading of the shares of the Company, the applicable provisions provided by the Securities Regulatory Authorities where the shares of the Company are listed shall prevail. | Share certificates of the Company shall be signed by the Chairperson of the Company’s board of directors. Where rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed the stock exchange(s) on which the Company’s shares are listed require other senior management personnel of the Company to sign on the share certificates, the share certificates shall also be signed by such senior management personnel. The share certificates shall take effect after being affixed with the seal of the Company (including the securities seal of the Company) or having the seal printed thereon. The share certificate shall be imprinted with the seal of the Company or the securities seal of the Company under the authorisation of the board of directors. The signatures of the Chairperson of the board of directors or other senior management personnel of the Company may be printed in mechanical form.

37 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 41	The Company shall keep a register of shareholders in accordance with vouchers provided by securities registries, which shall contain the following particulars:	The Company shall keep a register of shareholders in accordance with vouchers provided by securities registration and clearing institutions. securities registries The register of shareholders is sufficient evidence of a shareholder’s shareholding in the Company. A shareholder shall enjoy rights and assume obligations according to the class of shares held by him or her. Shareholders holding the same class of shares shall enjoy the same rights and assume the same obligations., which shall contain the following particulars:

The register of shareholders shall contain the following particulars:

(1) the name (title) and address (residence), the occupation or nature of each shareholder;

(2) the class and quantity of shares held by each shareholder;

(3) the amount of capital paid-up on or agreed to be paid-up on the shares held by each shareholder;

(4) the share certificate number(s) of the shares held by each shareholder;

(5) the date on which each person was entered in the register as a shareholder;

(6) the date on which any shareholder ceased to be a shareholder.

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

– 38 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 44	Different parts of the register of shareholders shall not overlap. No transfer of any shares registered in any part of the register shall, during the continuance of that registration, be registered in any other part of the register.

All Overseas-Listed Foreign-Invested Shares listed in Hong Kong which have been fully paid-up may be freely transferred in accordance with the Company’s Articles of Association. However, unless such transfer complies with the following requirements, the board of directors may refuse to recognise any instrument of transfer and would not need to provide any reason therefor:

(1) a fee of HK$2.50 per instrument of transfer or such higher amount agreed from time to time by the Stock Exchange for the registration of the instrument of transfer and other documents relating to or which affect the right of ownership of the shares;

(2) the instrument of transfer only relates to Overseas-Listed Foreign-Invested Shares listed in Hong Kong;

(3) the stamp duty which is chargeable on the instrument of transfer has been duly paid; | Different parts of the register of shareholders shall not overlap. No transfer of any shares registered in any part of the register shall, during the continuance of that registration, be registered in any other part of the register.

(2) the instrument of transfer only relates to Overseas-Listed Foreign-Invested Shares listed in Hong Kong;

(3) the stamp duty which is chargeable on the instrument of transfer has been duly paid; |

– 39 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(4) the relevant share certificate(s) and any other evidence which the board of directors may reasonably require to show that the transferor has the right to transfer the shares have been provided;	(4) the relevant share certificate(s) and any other evidence which the board of directors may reasonably require to show that the transferor has the right to transfer the shares have been provided;
	(5) if it is intended that the shares be transferred to joint owners, the maximum number of joint owners shall not be more than four (4); and	(5) if it is intended that the shares be transferred to joint owners, the maximum number of joint owners shall not be more than four (4); and
	(6) the Company does not have any lien on the relevant shares.	(6) the Company does not have any lien on the relevant shares.
	The transfer of Overseas-Listed Foreign Invested Shares in the Company listed in Hong Kong shall be in writing on normal or standard instruments of transfer or on a form acceptable to the Board of Directors; and such transfer instrument can be signed only by hand or, if the transferor or transferee is a securities clearing institution or its representative recognised in accordance with section 37 of the Securities and Futures Ordinance (Hong Kong Law Cap 571), signed by hand or signed in printed mechanical form. All the transfer instruments shall be maintained in the legal address of the Company or other place the Board of Directors may designate from time to time.	The transfer of Overseas-Listed Foreign Invested Shares in the Company listed in Hong Kong shall be in writing on normal or standard instruments of transfer or on a form acceptable to the Board of Directors; and such transfer instrument can be signed only by hand or, if the transferor or transferee is a securities clearing institution or its representative recognised in accordance with section 37 of the Securities and Futures Ordinance (Hong Kong Law Cap 571), signed by hand or signed in printed mechanical form. All the transfer instruments shall be maintained in the legal address of the Company or other place the Board of Directors may designate from time to time.
	Any change or correction to various parts of the register of shareholders shall be carried out in accordance with the law of the place where such parts of the register of shareholders are maintained.	Any change or correction to various parts of the register of shareholders shall be carried out in accordance with the law of the place where such parts of the register of shareholders are maintained.

– 40 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 45	In the event that there is any other relevant provision on the period of closure of the register of shareholders prior to a shareholders’ general meeting or the record date for the Company’s distribution of dividends as promulgated and stipulated by the PRC laws, administrative regulations or the listing rules of the stock exchange(s) on which the Company’s shares are listed, such provision shall prevail.	In the event that there is any other relevant provision on the period of closure of the register of shareholders prior to a shareholders’ general meeting or the record date for the Company’s distribution of dividends as promulgated and stipulated by the PRC laws, administrative regulations or the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed listing rules of the stock exchange(s) on which the Company’s shares are listed, such provision shall prevail.
Article 46	When the Company needs to determine the shareholders’ identity for the purposes of convening a shareholders’ meeting, for dividend distribution, for liquidation or for any other purpose which requires such determination, the board of directors or the convener of the shareholders’ general meeting shall decide the date for the determination of shareholdings. Shareholders whose names appear in the register of shareholders at the record date shall be the shareholders of the Company who are entitled to the relevant rights and interests.	When the Company needs to determine the shareholders’ identity for the purposes of convening a shareholders’ meeting, for dividend distribution, for liquidation or for any other purpose which requires such determination, the board of directors or the convener of the shareholders’ general meeting shall decide the date for the determination of shareholdings. Shareholders whose names appear in the register of shareholders at the record date shall be the shareholders of the Company who are entitled to the relevant rights and interests.
Article 48	Any person who is a registered shareholder or who claims to be entitled to have his/her name (title) entered in the register of shareholders in respect of shares in the Company may, if his/her share certificate (the “original certificate”) relating to the shares is lost, apply to the Company for a replacement share certificate in respect of such shares (the “Relevant Shares”).	Any person who is a registered shareholder or who claims to be entitled to have his/her name (title) entered in the register of shareholders in respect of shares in the Company may, if his/her share certificate (the “original certificate”) relating to the shares is lost, apply to the Company for a replacement share certificate in respect of such shares (the “Relevant Shares”).

– 41 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Application by a holder of A Shares, who has lost his/her share certificate, for a replacement share certificate shall be dealt with in accordance with the requirements of the Company Law.	Application by a holder of A Shares, who has lost his/her share certificate, for a replacement share certificate shall be dealt with in accordance with the requirements of the Company Law.
	Application by a holder of Overseas-Listed Foreign Shares, who has lost his/her share certificate, for a replacement share certificate may be dealt with in accordance with the law of the place where the original register of shareholders of holders of Overseas-Listed Foreign-Invested Shares is maintained, the rules of the stock exchange or other relevant regulations.	Application by a holder of Overseas-Listed Foreign Shares, who has lost his/her share certificate, for a replacement share certificate may be dealt with in accordance with the lawlaws, administrative regulations and the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed of the place where the original register of shareholders of holders of Overseas-Listed Foreign-Invested Shares is maintained, the rules of the stock exchange or other relevant regulations.
	The issue of a replacement share certificate to a holder of H Shares, who has lost his/her share certificate, shall comply with the following requirements: (1) The applicant shall submit an application to the Company in a prescribed form accompanied by a notarial certificate or a statutory declaration, stating the grounds upon which the application is made, the circumstances and evidence of the loss, and declaring that no other person is entitled to have his/her name entered in the register of shareholders in respect of the Relevant Shares.	The issue of a replacement share certificate to a holder of H Shares, who has lost his/her share certificate, shall comply with the following requirements: (1) The applicant shall submit an application to the Company in a prescribed form accompanied by a notarial certificate or a statutory declaration, stating the grounds upon which the application is made, the circumstances and evidence of the loss, and declaring that no other person is entitled to have his/her name entered in the register of shareholders in respect of the Relevant Shares.

– 42 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(2) The Company has not received any declaration made by any person other than the applicant declaring that his/her name shall be entered into the register of shareholders in respect of such shares before it decides to issue a replacement share certificate to the applicant.	(2) The Company has not received any declaration made by any person other than the applicant declaring that his/her name shall be entered into the register of shareholders in respect of such shares before it decides to issue a replacement share certificate to the applicant.
	(3) The Company shall, if it intends to issue a replacement share certificate, publish a notice of its intention to do so at least once every thirty (30) days within a period of ninety (90) consecutive days in such newspapers as may be prescribed by the board of directors.	(3) The Company shall, if it intends to issue a replacement share certificate, publish a notice of its intention to do so at least once every thirty (30) days within a period of ninety (90) consecutive days in such newspapers as may be prescribed by the board of directors.
	(4) The Company shall, prior to publication of its intention to issue a replacement share certificate, deliver to the stock exchange on which its shares are listed, a copy of the announcement to be published and may publish the announcement upon receipt of confirmation from such stock exchange that the announcement has been exhibited in the premises of the stock exchange. Such announcement shall be exhibited in the premises of the stock exchange for a period of ninety (90) days.	(4) The Company shall, prior to publication of its intention to issue a replacement share certificate, deliver to the stock exchange on which its shares are listed, a copy of the announcement to be published and may publish the announcement upon receipt of confirmation from such stock exchange that the announcement has been exhibited in the premises of the stock exchange. Such announcement shall be exhibited in the premises of the stock exchange for a period of ninety (90) days.

43 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	In the case of an application which is made without the consent of the registered holder of the Relevant Shares, the Company shall deliver by mail to such registered shareholder a copy of the announcement to be published.	In the case of an application which is made without the consent of the registered holder of the Relevant Shares, the Company shall deliver by mail to such registered shareholder a copy of the announcement to be published.
	(5) If, by the expiration of the 90-day period referred to in paragraphs (3) and (4) of this Article, the Company has not received any objection from any person in respect of the issuance of the replacement share certificate, it may issue a replacement share certificate to the applicant pursuant to his/her application.	(5) If, by the expiration of the ninety (90)-day period referred to in paragraphs (3) and (4) of this Article, the Company has not received any objection from any person in respect of the issuance of the replacement share certificate, it may issue a replacement share certificate to the applicant pursuant to his/her application.
	(6) Where the Company issues a replacement share certificate pursuant to this Article, it shall forthwith cancel the original share certificate and document the cancellation of the original share certificate and issuance of a replacement share certificate in the register of shareholders accordingly.	(6) Where the Company issues a replacement share certificate pursuant to this Article, it shall forthwith cancel the original share certificate and document the cancellation of the original share certificate and issuance of a replacement share certificate in the register of shareholders accordingly.
	(7) All expenses relating to the cancellation of an original share certificate and the issuance of a replacement share certificate shall be borne by the applicant and the Company is entitled to refuse to take any action until reasonable security is provided by the applicant therefor.	(7) All expenses relating to the cancellation of an original share certificate and the issuance of a replacement share certificate shall be borne by the applicant and the Company is entitled to refuse to take any action until reasonable security is provided by the applicant therefor.

44 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 7: SHAREHOLDERS' RIGHTS AND OBLIGATIONS	CHAPTER 7: SHAREHOLDERS' RIGHTS AND OBLIGATIONS
Article 49	A shareholder of the Company is a person who lawfully holds shares in the Company and whose name (title) is entered in the register of shareholders.	A shareholder of the Company is a person who lawfully holds shares in the Company and whose name (title) is entered in the register of shareholders.
	A shareholder shall enjoy rights and assume obligations according to the class of shares held by him; shareholders who hold shares of the same class shall enjoy the same rights and assume the same obligations.	A shareholder shall enjoy rights and assume obligations according to the class of shares held by him; shareholders who hold shares of the same class shall enjoy the same rights and assume the same obligations.
	In the case of the joint shareholders, if one of the joint shareholders is deceased, only the other existing shareholders of the joint shareholders shall be deemed as the persons who have the ownership of the relevant shares. But the board of directors has the power to require them to provide a certificate of death acceptable to it for the purpose of modifying the register of shareholders. For joint shareholders of any shares, only the joint shareholder whose name appears first in the register of shareholders shall have the right to receive certificates of the relevant shares, receive notices of the Company, and attend and vote at shareholders' general meetings of the Company. Any notice which is delivered to the shareholder shall be considered as all the joint shareholders of the relevant shares who have been delivered.	In the case of the joint shareholders, if one of the joint shareholders is deceased, only the other existing shareholders of the joint shareholders shall be deemed as the persons who have the ownership of the relevant shares. But the board of directors has the power to require them to provide a certificate of death acceptable to it for the purpose of modifying the register of shareholders. For joint shareholders of any shares, only the joint shareholder whose name appears first in the register of shareholders shall have the right to receive certificates of the relevant shares, receive notices of the Company, and attend and vote at shareholders' general meetings of the Company. Any notice which is delivered to the shareholder shall be considered as all the joint shareholders of the relevant shares who have been delivered.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 50	The holders of ordinary shares of the Company shall enjoy the following rights:	The holders of ordinary shares of the Company shall enjoy the following rights:
	(1) the right to obtain dividends and other distributions in proportion to the number of shares held;	(1) the right to obtain dividends and other distributions in proportion to the number of shares held;
	(2) the right to request, convene, preside over, attend or appoint a proxy to attend shareholders’ general meetings in accordance with laws, to speak and to vote thereat according to laws, regulations and requirements of securities regulatory authorities in the place where the Company’s shares are listed and the Article of Association;	(2) the right to request to hold, convene, preside over, attend or appoint a proxy to attend shareholders’ general meetings in accordance with laws, to speak and to vote thereat according to laws, administrative regulations and requirements of the Securities Regulatory Authorities in the places where the Company’s shares are listed securities regulatory authorities in the place where the Company’s shares are listed and the Article of Association;
	(3) the right to supervise the Company’s business operations and the right to present proposals or to raise queries;	(3) the right to supervise the Company’s business operations and the right to present proposals or to raise queries;
	(4) the right to transfer, donate, or pledge shares held by them in accordance with laws, administrative regulations and provisions of the Company’s Articles of Association;	(4) the right to transfer, donate, or pledge shares held by them in accordance with laws, administrative regulations and provisions of the Company’s Articles of Association;

– 46 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(5) the right to inspect the Articles of Association, the register of shareholders, counterfoils of company bonds, minutes of shareholders’ general meetings, resolutions of the meetings of the board of directors, resolutions of meetings of the supervisory committee and financial reports;	(5) the right to inspect and reproduce the Articles of Association, the register of shareholders, counterfoils of company bonds, minutes of shareholders’ general meetings, resolutions of the meetings of the board of directors, resolutions of meetings of the supervisory committee and financial reports. Shareholders who meet the requirements may inspect the Company’s accounting books and accounting vouchers;
	(6) in the event of the termination or liquidation of the Company, the right to participate in the distribution of surplus 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 surplus assets of the Company in accordance with the number of shares held;
	(7) with respect to shareholders voting against any resolution adopted at the shareholders’ 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 voting against any resolution adopted at the shareholders’ general meeting on the merger or division of the Company, the right to demand the Company to acquire the shares held by them;
	(8) other rights conferred by laws, administrative regulations, departmental rules and the Company’s Articles of Association.	(8) other rights conferred by laws, administrative regulations, departmental rules and the Company’s Articles of Association.

– 47 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Where a shareholder demands to inspect the relevant information or obtain materials as mentioned in the preceding paragraphs, it shall submit to the Company written documents evidencing the class and number of shares it holds, and the Company shall provide the relevant information or materials as demanded by the shareholder after verifying the shareholder’s identity. If the information or materials involve the Company’s trade secrets, inside information or the personal privacy of relevant personnel, the Company may refuse to provide them. Any related expenses incurred in the inspection of the information or materials in item (5) above shall be borne by the shareholders themselves.	Shareholders who request to inspect or reproduce the relevant materials of the Company shall comply with the provisions of the Company Law, the Securities Law and other laws and administrative regulations. Where a shareholder demands to inspect the relevant information or obtain materials as mentioned in the preceding paragraphs, it shall submit to the Company written documents evidencing the class and number of shares it holds, and the Company shall provide the relevant information or materials as demanded by the shareholder after verifying the shareholder’s identity. Among them, shareholders who individually or collectively hold three percent (3%) or more of the Company’s shares for one hundred and eighty (180) consecutive days or more and request to inspect the Company’s accounting books and accounting vouchers shall also submit a written request to the Company, stating the purpose. If the Company has reasonable grounds to believe that a shareholder’s inspection of accounting books and accounting vouchers has an improper purpose and may harm the Company’s legitimate interests, it may refuse such inspection.

48 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	The Company’s registers of members must be available for inspection by shareholders during office hours.	If the information or materials involve the Company’s trade secrets, inside information or the personal privacy of relevant personnel, the Company may refuse to provide them. Any related expenses incurred in the inspection of the information or materials in item (5) above shall be borne by the shareholders themselves. Shareholders shall sign a confidentiality undertaking with the Company and undertake confidentiality obligations before inspecting and reproducing relevant Company information.

The provisions of this Article shall apply where a shareholder requests to inspect and reproduce relevant materials of the Company’s wholly-owned subsidiaries.

The Company’s registers of members must be available for inspection by shareholders during office hours. |

– 49 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 51	If a resolution passed at a shareholders’ general meeting or meeting of the board of directors of the Company 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 invalid (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares).
If the procedures for convening, or the method of voting at, a shareholders’ general meeting or meeting of the board of directors violate the laws, administrative regulations or the Articles of Association, or the contents of a resolution violate the Articles of Association, shareholders shall have the right to submit a petition to the People’s Court to revoke such resolution within sixty (60) days from the date on which such resolution is adopted (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares).	If a resolution passed at a shareholders’ general meeting or meeting of the board of directors of the Company 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 invalid (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares).
If the procedures for convening, or the method of voting at, a shareholders’ general meeting or meeting of the board of directors violate the laws, administrative regulations or the Articles of Association, or the contents of a resolution violate the Articles of Association, shareholders shall have the right to submit a petition to the People’s Court to revoke such resolution within sixty (60) days from the date on which such resolution is adopted, save where the convening procedures or voting methods for shareholders’ meetings and board meetings only have minor defects and do not have substantive impact on the resolution.

– 50 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
		Where relevant parties such as the board of directors and shareholders have a dispute over the validity of the resolution of the shareholders’ meeting, they shall promptly file a lawsuit with the People’s Court. Before the People’s Court makes a judgement or ruling to revoke the resolution or any other relevant judgment or ruling, the relevant parties shall implement the resolution of the shareholders’ meeting. The Company, directors and senior management personnel shall faithfully perform their duties to ensure the normal operation of the Company.

Where the People’s Court makes a judgement or ruling on relevant matters, the Company shall perform its information disclosure obligations in accordance with laws, administrative regulations, and the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed, fully explain the impact, and actively cooperate with the enforcement after the judgement or ruling takes effect. If it involves the correction of prior period matters, the Company will promptly make such corrections and fulfill the corresponding information disclosure obligations.

T-(the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares). |

51 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 52	Where the Company incurs losses as a result of violation of the laws, regulations or the provisions under the Articles of Association by directors and senior management personnel in the course of performing their duties in the Company, shareholders individually or collectively holding 1% or more of the Company’s shares for one hundred and eighty (180) consecutive days or more shall have the right to request in writing the supervisory committee to initiate legal proceedings in the People’s Court. Where the Company incurs losses as a result of violation of laws, regulations or the Articles of Association by the supervisory committee in the course of performing its duties in the Company, the shareholders shall have the right to request in writing to the board of directors to initiate legal proceedings in the People’s Court (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares).	Where the Company incurs losses as a result of violation of the laws, administrative regulations or the provisions under the Articles of Association by directors and senior management personnel other than members of the audit committee in the course of performing their duties in the Company, shareholders individually or collectively holding one percent (1%) or more of the Company’s shares for one hundred and eighty (180) consecutive days or more shall have the right to request in writing the audit committeesupervisory committee to initiate legal proceedings in the People’s Court. Where the Company incurs losses as a result of violation of laws, administrative regulations or the Articles of Association by the supervisory committee members of the audit committee in the course of performing its duties in the Company, the aforementioned shareholders shall have the right to request in writing to the board of directors to initiate legal proceedings in the People’s Court (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares).

52 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	In the event that the supervisory committee or the board of directors refuses to initiate legal proceedings upon receipt of the written request of shareholders stated in the preceding paragraph, or fails to initiate such legal proceedings within thirty (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 prescribed in the preceding paragraph shall have the right to initiate legal proceedings in the People’s Court directly in their own names in the interest of the Company (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares).	In the event that the audit committee supervisory committee or the board of directors refuses to initiate legal proceedings upon receipt of the written request of shareholders stated in the preceding paragraph, or fails to initiate such legal proceedings within thirty (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 prescribed in the preceding paragraph shall have the right to initiate legal proceedings in the People’s Court directly in their own names in the interest of the Company (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares).
	If any person infringes the lawful rights and interests of the Company, thus causing any losses to the Company, the shareholders as mentioned in the first paragraph of this Article may initiate legal proceedings in the People’s Court in accordance with the provisions of the two preceding paragraphs.	If any person infringes the lawful rights and interests of the Company, thus causing any losses to the Company, the shareholders as mentioned in the first paragraph of this Article may initiate legal proceedings in the People’s Court in accordance with the provisions of the two preceding paragraphs.

– 53 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
		Where the Company incurs losses as a result of violation of the laws, administrative regulations or the provisions under the Articles of Association by directors, supervisors or members of the audit committee (as the case may be), or senior management personnel of the Company’s wholly-owned subsidiaries in the course of performing their duties, or where the Company incurs losses as a result of infringement upon the legitimate rights and interests of the Company’s wholly-owned subsidiaries by third parties, shareholders individually or collectively holding one percent (1%) or more of the Company’s shares for one hundred and eighty (180) consecutive days or more may make a written request to the supervisory committee or audit committee (as the case may be), or the board of directors of such wholly-owned subsidiaries to file a lawsuit with the People’s Court in accordance with the provisions of paragraphs one, two and three of this Article, or directly file a lawsuit with the People’s Court in their own names.

The stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares. |

54 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 53	If any director or senior management personnel is in violation of the laws, administrative regulations or provisions under the Articles of Association, thus causing any damage to the interests of shareholders, the shareholders may initiate legal proceedings in the People's Court (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares).	If any director or senior management personnel is in violation of the laws, administrative regulations or provisions under the Articles of Association, thus causing any damage to the interests of shareholders, the shareholders may initiate legal proceedings in the People's Court (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares). The stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares.
Article 54	The ordinary shareholders of the Company shall assume the following obligations: (1) to comply with the laws, administrative regulations and the Company's Articles of Association; (2) to pay subscription monies according to the number of shares subscribed and the method of subscription; (3) not to surrender the shares unless required by laws and regulations;	The ordinary shareholders of the Company shall assume the following obligations: (1) to comply with the laws, administrative regulations and the Company's Articles of Association; (2) to pay subscription monies according to the number of shares subscribed and the method of subscription; (3) not to withdraw its share capitalsurrender the shares unless required by laws and administrative regulations;

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(4) not to abuse their shareholders’ rights to jeopardise the interests of the Company or other shareholders; and not to abuse the status of the Company as an independent legal person and the limited liability of shareholders to jeopardise the interests of any creditors of the Company;	(4) not to abuse their shareholders’ rights to jeopardise the interests of the Company or other shareholders; and not to abuse the status of the Company as an independent legal person and the limited liability of shareholders to jeopardise the interests of any creditors of the Company;
	(5) other obligations imposed by laws, administrative regulations and the Articles of Association.	(5) other obligations imposed by laws, administrative regulations and the Articles of Association.
	Where shareholders of the Company abuse their shareholders’ rights and thereby cause losses to the Company or other shareholders, such shareholders shall be liable for indemnity in accordance with laws. Where shareholders of the Company abuse the Company’s status as an independent legal person and the limited liability of shareholders for the purposes of evading the repayment of debts, thereby materially impairing the interests of the creditors of the Company, such shareholders shall be jointly and severally liable for the debts owed by the Company.	Where shareholders of the Company abuse their shareholders’ rights and thereby cause losses to the Company or other shareholders, such shareholders shall be liable for indemnity in accordance with laws. Where shareholders of the Company abuse the Company’s status as an independent legal person and the limited liability of shareholders for the purposes of evading the repayment of debts, thereby materially impairing the interests of the creditors of the Company, such shareholders shall be jointly and severally liable for the debts owed by the Company.

56 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 55	If a shareholder holding 5% or more of the shares of the Company with voting rights pledged his/her/its shares, he/she/it shall make a written report to the Company from the day the fact occurs.	If a shareholder holding five percent (5%) or more of the shares of the Company with voting rights pledged his/her/its shares, he/she/it shall make a written report to the Company from the day the fact occurs.
However, if there are other provisions regarding the share pledge by laws, administrative regulations, departmental rules, relevant regulatory documents, and the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed, the provisions of the relevant laws, administrative regulations, departmental rules, relevant regulatory documents, and the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed shall prevail.
Article 56	The controlling shareholder and the de facto controller of the Company shall not use their affiliation to act in detriment to the interests of the Company. If they violate the provisions and caused losses to the Company, they shall be liable for such losses.	The controlling shareholder and the de facto controller of the Company shall exercise their rights and perform their obligations in accordance with laws, administrative regulations and the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed, and safeguard the interests of the listed company, not use their affiliation to act in detriment to the interests of the Company. If they violate the provisions and caused losses to the Company, they shall be liable for such losses.

57 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	The controlling shareholder and the de facto controller of the Company shall have fiduciary duties towards the Company and the Company's public shareholders. The controlling shareholder shall exercise his/her rights as a contributor in strict compliance with the laws. The controlling shareholder shall not infringe the legitimate rights and interests of the Company and its public shareholders through profit distribution, asset restructuring, external investments, appropriation of capital, offering security for loans or other means and shall not make use of his/her controlling status to jeopardise the interests of the Company and its public shareholders.	The controlling shareholder and the de facto controller of the Company shall comply with the following provisions: have fiduciary duties towards the Company and the Company's public shareholders. The controlling shareholder shall exercise his/her rights as a contributor in strict compliance with the laws. The controlling shareholder shall not infringe the legitimate rights and interests of the Company and its public shareholders through profit distribution, asset restructuring, external investments, appropriation of capital, offering security for loans or other means and shall not make use of his/her controlling status to jeopardise the interests of the Company and its public shareholders.

(1) to exercise shareholder rights in accordance with the law, and not abuse controlling power or use related-party relationships to harm the legitimate rights and interests of the Company or other shareholders;

(2) to strictly implement the public statements and undertakings made and shall not alter or waive them without authorisation;

(3) to strictly perform information disclosure obligations in accordance with relevant regulations, actively cooperate with the Company in information disclosure and inform the Company in a timely manner of material events that have occurred or are expected to occur; |

58 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
		(4) not to misappropriate the Company’s funds in any manner;
(5) not to coerce, instigate or require the Company or related personnel to provide guarantees in violation of laws or regulations;
(6) not to utilise the Company’s undisclosed material information for gain, not to disclose in any way undisclosed material information relating to the Company, and not to engage in insider trading, short-swing trading, market manipulation and other illegal and unlawful acts;
(7) not to impair the legitimate rights and interests of the Company and other shareholders through any means such as unfair related-party (connected) transactions (the “related-party transactions”), profit distribution, asset restructuring, or external investments.
(8) to ensure the integrity of the Company’s assets, and the independence of its personnel, finance, organisation and business, and not to in any way affect the independence of the Company;
(9) other provisions of laws, administrative regulations, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed and the Articles of Association.

– 59 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
		Where the controlling shareholder or de facto controller of the Company does not serve as a director of the Company but actually executes the Company's affairs, the provisions of the Articles of Association regarding the duties of loyalty and diligence of directors shall apply.
The controlling shareholder or de facto controller of the Company who instructs directors or senior management personnel to engage in conduct that prejudices the interests of the Company or the shareholders shall bear joint and several liability with such directors and senior management personnel.
Article 57	Newly added article	Where the controlling shareholder or de facto controller pledges the shares of the Company that he/she holds or actually controls, he/she shall maintain the stability of the Company's control and production operations.
Where the controlling shareholder or de facto controller transfers the shares of the Company held by him/her, he/she shall comply with the restrictive provisions on share transfer in laws, administrative regulations, and the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed, as well as their undertakings on restricting share transfer.

60 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 58	For the purpose of the above Article, a “controlling shareholder” refers to a shareholder whose capital contribution accounts for 50% or more of the total share capital of a limited liability company, a shareholder whose shareholding accounts for 50% or more of the total share capital of a joint stock limited company, or a shareholder whose capital contribution or shareholding is less than 50% but holds a voting right according to its capital contribution or shareholding that is significant enough to materially impact the resolution of the shareholders’ meeting or the shareholders’ assembly.

For the purpose of the above Article, “the de facto controller” means a person who is not a shareholder of the Company, but has actual control over the Company through investment, relationship agreement or other arrangement.

For the purpose of the above Article, “affiliation” means the relationship between the controlling shareholder, de facto controller, directors, supervisors, or senior management personnel of the Company and the enterprises directly or indirectly controlled thereby and any other relationship that may lead to the transfer of any interest of the Company. However, the related relationship exists among enterprises controlled by the state not merely because such enterprises are under the common control of the state. | For the purpose of the above Article, a “controlling shareholder” refers to a shareholder whose capital contribution accounts for 50% or more of the total share capital of a limited liability company, a shareholder whose shareholding accounts for fifty percent (50%) or more of the total share capital of a joint stock limited company, or a shareholder whose capital contribution or shareholding is less than 50% but holds a voting right according to its capital contribution or shareholding that is significant enough to materially impact the resolution of the shareholders’ meeting or the shareholders’ assembly.

For the purpose of the above Article, “the de facto controller” means a natural person, legal person or other organisation who is not a shareholder of the Company, but has actual control over the Company through investment, relationship agreement or other arrangement.

61 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 8: SHAREHOLDERS’ GENERAL MEETINGS	CHAPTER 8: SHAREHOLDERS’ GENERAL MEETINGS
/	The shareholders’ general meeting is the organ of authority of the Company and shall exercise its functions and powers in accordance with the law.	The shareholders’ general meeting is the organ of authority of the Company and shall exercise its functions and powers in accordance with the law. Consolidated into the next article.
Article 59	The shareholders’ general meeting has the following functions and powers according to the laws:	The shareholders’ meeting of the Company shall be formed by all shareholders. The shareholders’ general meeting is the organ of authority of the Company and has the following functions and powers according to the laws:
	(1) to decide on the Company’s operational policies and investment plans;	(1) to decide on the Company’s operational policies and investment plans;
	(2) to elect and replace directors and supervisors who are not employee representatives and determine matters relating to the remuneration of directors and supervisors;	(21) to elect and replace directors and supervisors who are not employee representatives and determine matters relating to the remuneration of directors and supervisors;
	(3) to examine and approve the board of directors’ reports;	(32) to examine and approve the board of directors’ reports;
	(4) to examine and approve the supervisory committee’s reports;	(4) to examine and approve the supervisory committee’s reports;
	(5) to examine and approve the Company’s proposed annual financial budgets and final accounts and annual reports;	(53) to examine and approve the Company’s proposed annual financial budgets and final accounts and annual reports;
	(6) to examine and approve the Company’s profit distribution plans and loss recovery plans;	(64) to examine and approve the Company’s profit distribution plans and loss recovery plans;

62 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(7) to pass resolutions on the increase or reduction in the Company’s registered capital, and issuance of any class of shares, warrants or other similar securities;	(75) to pass resolutions on the increase or reduction in the Company’s registered capital, and issuance of any class of shares, warrants or other similar securities;
	(8) to pass resolutions on matters such as merger, division, dissolution and liquidation of the Company or alteration of corporate form;	(86) to pass resolutions on matters such as merger, division, dissolution and liquidation of the Company or alteration of corporate form;
	(9) to pass resolutions on the issue of debentures by the Company;	(97) to pass resolutions on the issue of debentures by the Company;
	(10) to pass resolutions on the appointment, dismissal and non-reappointment of the accountancy firms of the Company;	(108) to pass resolutions on the appointment, or dismissal of the accountancy firms engaged to conduct the Company’s audit, and the non-reappointment of the such accountancy firms of the Company, and the remuneration of the accountancy firms of the Company or the method of determining their remuneration;
	(11) to amend the Company’s Articles of Association;	(119) to amend pass resolutions on the amendment to the Company’s Articles of Association;
	(12) to consider motions raised by shareholders who represent 3% or more of the total number of voting shares of the Company;	(1210) to consider and approve motions raised by shareholders who represent one percent (31%) or more of the total number of voting shares of the Company;
	(13) to consider and approve the guarantee as required by Article 57;	(1311) to consider and approve the guarantee as required by Article 5760;

– 63 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(14) to consider and approve matters relating to the purchases or disposals of material assets which are more than 30% of the latest audited total assets, within one (1) year;	(1412) to consider and approve matters relating to the purchases or disposals of material assets which are more than thirty percent (30%) of the latest audited total assets, within one (1) year;
	(15) to consider and approve matters relating to changes in the use of proceeds;	(1513) to consider and approve matters relating to changes in the use of proceeds;
	(16) to consider the share incentive scheme and employee stock ownership plan;	(1614) to consider and approve the share incentive scheme and employee stock ownership plan;
	(17) to consider and approve related-party (connected) transactions (the “related-party transactions”) which shall be approved at the shareholders’ general meeting as required by the laws, administrative regulations, departmental rules, relevant regulatory documents and the Securities Regulatory Authorities in the place where the Company’s shares are listed;	(1715) to consider and approve related-party (connected) transactions (the “related-party transactions”) which shall be approved at the shareholders’ general meeting as required by the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed;
	(18) to decide on other matters which, according to laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed or the Company’s Articles of Association, need to be approved by shareholders in general meetings.	(1816) to decide on other matters which, according to laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed the stock exchanges where the shares of the Company are listed or the Company’s Articles of Association, need to be approved by shareholders in general by the shareholders’ meetings.

– 64 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
		The shareholders' meeting may authorise the board of directors to make resolutions on the issuance of corporate bonds, which shall comply with laws, administrative regulations, departmental rules, relevant regulatory documents, and the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed.
Article 60	The following external guarantees to be given by the Company shall be examined and approved by the shareholders' general meeting: (1) Provision of any external guarantee by the Company and its subsidiaries, the total amount of which exceeds 50% of the latest audited net assets of the Company; (2) Provision of any external guarantee by the Company and its subsidiaries, the total amount of which exceeds 30% of the latest audited total assets of the Company;	The following external guarantees to be given by the Company shall be examined and approved by the shareholders' general meeting: (1) Provision of any external guarantee by the Company and its subsidiaries, the total amount of which exceeds fifty percent (50%) of the latest audited net assets of the Company; (2) Provision of any external guarantee by the Company and its subsidiaries, the total amount of which exceeds thirty percent (30%) of the latest audited total assets of the Company;

65 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(3) Provision of guarantee by the Company, which has a total amount within one year that exceeds 30% of the latest audited total assets of the Company;	(3) Provision of guarantee by the Company to others, which has a total amount within one (1) year that exceeds thirty percent (30%) of the latest audited total assets of the Company;
	(4) Provision of guarantee to anyone whose liability-asset ratio exceeds 70%;	(4) Provision of guarantee to anyone whose liability-asset ratio exceeds seventy percent (70%);
	(5) Provision of a single guarantee whose amount exceeds 10% of the latest audited net assets of the Company;	(5) Provision of a single guarantee whose amount exceeds ten percent (10%) of the latest audited net assets of the Company;
	(6) Provision of guarantees to the shareholders, de facto controllers and their related parties;	(6) Provision of guarantees to the shareholders, de facto controllers and their related parties;
	(7) other guarantees as required by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed or the Company’s Articles of Association.	(7) other guarantees as required by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed the stock exchanges where the shares of the Company are listed or the Company’s Articles of Association.

– 66 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	When the shareholders’ meeting considers the guarantee in item (3) 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 shareholders’ meeting considers the guarantee in item (6) of the preceding paragraph, the shareholder or the shareholder controlled by the de facto controller shall not participate in the voting. The resolution shall be passed by more than half of the voting rights held by the other shareholders attending the shareholders’ meeting.	When the shareholders’ meeting considers the guarantee in item (3) 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 shareholders’ meeting considers the guarantee in item (6) of the preceding paragraph, the shareholder or the shareholder controlled by the de facto controller shall not participate in the voting. The resolution shall be passed by more than half of the voting rights held by the other shareholders attending the shareholders’ meeting.
Article 61	The Company shall not, except for special situations such as the Company being in crisis, without the approval of the shareholders’ general meeting by a special resolution, enter into any contract with any person other than its directors, supervisors, general managers and other senior management personnel pursuant to which such person shall be responsible for the management of the whole or the material part of the businesses of the Company.	The Company shall not, except for special situations such as the Company being in crisis, without the approval of the shareholders’ general meeting by a special resolution, enter into any contract with any person other than its directors, supervisors, general managers and other senior management personnel pursuant to which such person shall be responsible for the management of the whole or the material part of the businesses of the Company.

67 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 62	Shareholders' general meetings consist of annual general meetings and extraordinary general meetings. Annual general meetings are held once every accounting year and within six (6) months from the end of the preceding accounting year.	Shareholders' general meetings consist of annual general meetings and extraordinary general meetings. Annual general meetings are held once The Company shall hold one (1) annual general meeting every accounting year and within six (6) months from the end of the preceding accounting year.
Article 63	The Company shall convene an extraordinary general meeting within two (2) months from the date any one of the following events occurs: (1) where the number of directors is less than the number required by the Company Law or less than two-thirds of the number of directors specified in the Company's Articles of Association; (2) the unrecovered losses of the Company amount to one-third of the Company's total paid-in share capital; (3) where shareholder(s) individually or collectively holding 10% or more of the Company's issued and outstanding voting shares request(s) (the "Requesting Shareholders") in writing for the convening of an extraordinary general meeting;	The Company shall convene an extraordinary general meeting within two (2) months from the date any one of the following events occurs: (1) where the number of directors is less than the number required by the Company Law or less than two-thirds of the number of directors specified in the Company's Articles of Association; (2) the unrecovered losses of the Company amount to one-third of the Company's total paid-in share capital; (3) where shareholder(s) individually or collectively holding ten percent (10%) or more of the Company's issued and outstanding voting shares request(s) (the "Requesting Shareholders") in writing for the convening of an extraordinary general meeting. The number of shares held by the shareholder(s) as described above shall be calculated at the close of trading on the date when such shareholder(s) request in writing or on the preceding trading day (if the written request is made on a non-trading day), and the basis for calculating shall be one vote per share;

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(4) whenever the board of directors deems necessary or the supervisory committee so requests;	(4) whenever the board of directors deems necessary or the audit committee supervisory committee so requests;
	(5) such other circumstances as required by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed or the Company’s Articles of Association.	(5) such other circumstances as required by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed the stock exchanges where the shares of the Company are listed or the Company’s Articles of Association.

Where a shareholders’ meeting cannot be held within the aforesaid time limit, the Company shall report to the local office of the China Securities Regulatory Commission at the place where the Company is located as well as the Shanghai Stock Exchange, giving reasons therefor, and making an announcement accordingly. |
| Article 64 | Upon consideration at a special meeting of independent directors with the approval of more than half of all independent directors, the independent directors have the right to propose to the board of directors to convene an extraordinary general meeting in accordance with the provisions of Article 89 of the Articles of Association.

The number of shares held by the shareholder(s) as described in item (3) of paragraph two of this Article shall be calculated on the basis of “one share, one vote” at the close of trading on the date when such shareholder(s) request in writing or on the preceding trading day (if the written request is made on a non-trading day). | Upon consideration at a special meeting of independent directors with the approval of more than half of all independent directors, the independent directors have the right to propose to the board of directors to convene an extraordinary general meeting in accordance with the provisions of Article 89-93 of the Articles of Association.

– 69 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 65	The place of the shareholders’ general meeting of the Company is the city where the Company is domiciled or other places designated by the board of directors. A venue will be set up for the shareholders’ general meeting held by a combination of physical meeting and Internet voting. The Company may facilitate the shareholders attending the shareholders’ general meeting through adoption of video conference, conference call or other methods. A shareholder who participates in a shareholders’ general meeting in the aforementioned manner shall be deemed to have been present at the meeting.

If the Company convenes a shareholders’ general meeting via Internet or other methods, the time and procedures for voting via Internet or other methods shall be expressly stated in the notice of such meeting. | The place of the shareholders’ general meeting of the Company is the city where the Company is domiciled or other places designated by the board of directors. A venue will be set up for the shareholders’ general meeting held by a combination of physical meeting and Internet voting as well as Internet communication meeting. The Company may shall also facilitate the shareholders attending the shareholders’ general meeting through Internet voting adoption of video conference, conference call or other methods. A shareholder who participates in a shareholders’ general meeting in the aforementioned manner shall be deemed to have been present at the meeting. Shareholders have the right to speak and vote at the shareholders’ meeting through physical meeting or Internet communication meeting.

70 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 66	When the Company convenes an annual general meeting, written notice of the meeting shall be given at least twenty (20) days before the date of the meeting, or in the case of an extraordinary general meeting, written notice of the meeting should be given at least fifteen (15) days to notify all of the shareholders whose names appear in the share register of the matters to be considered and the date and place of the meeting.
Upon issuance of the notice of shareholders’ general meeting, the shareholders’ general meeting shall neither be delayed nor cancelled without proper reasons. Proposals listed in such notice shall not be revoked. Once the shareholders’ general meeting is delayed or cancelled, the convener shall make a public announcement stating the reasons therefor at least two (2) working days prior to the date originally scheduled for convening the meeting.	When the Company convenes an annual general meeting, written notice of the meeting shall be given by way of announcement at least twenty (20) days before the date of the meeting, or in the case of an extraordinary general meeting, written notice of the meeting should be given by way of announcement at least fifteen (15) days to notify all of the shareholders whose names appear in the share register of the matters to be considered and the date and place of the meeting.
Upon issuance of the notice of shareholders’ general meeting, the shareholders’ general meeting shall neither be delayed nor cancelled without proper reasons. Proposals listed in such notice shall not be revoked. Once the shareholders’ general meeting is delayed or cancelled, the convener shall make a public announcement stating the reasons therefor at least two (2) working days prior to the date originally scheduled for convening the meeting.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 67	When the Company convenes a shareholders’ general meeting, the board of directors, the supervisory committee or shareholders, individually or jointly, holding 3% or more of the total voting shares of the Company shall have the right to propose new motions in writing, and the Company shall place such proposed motions on the agenda for such general meeting if they are matters falling within the functions and powers of shareholders in general meetings.

Shareholders, individually or jointly, holding 3% or more of the Company’s shares may submit a written proposal to the convener ten (10) days prior to the date of the shareholders’ general meeting. The convener of the shareholders’ general meeting shall issue a supplementary notice of the shareholders’ general meeting within two (2) days upon receipt of the proposal, announcing the content of the provisional proposal. | When the Company convenes a shareholders’ general meeting, the board of directors, the supervisory audit committee-committee or shareholders, individually or jointly, holding 3% one percent (1%) or more of the total voting shares of the Company shall have the right to propose new motions in writing, and the content of such motions shall fall within the scope of powers of the shareholders’ meeting, have clear subjects and specific resolution matters, and comply with the relevant provisions of laws, administrative regulations and the Articles of Association. the The Company shall place such proposed motions on the agenda for such general meeting if they are matters falling within the functions and powers of shareholders in general shareholders’ meetings.

Shareholders, individually or jointly, holding 3% one percent (1%) or more of the Company’s shares may submit a written proposal to the convener ten (10) days prior to the date of the shareholders’ general meeting. The convener of the shareholders’ general meeting shall issue a supplementary notice of the shareholders’ general meeting within two (2) days upon receipt of the proposal, announcing the content of the provisional proposal and submitting it to the shareholders’ meeting for consideration. However, this excludes provisional proposals which violate laws, administrative regulations, or the Articles of Association, or do not fall within the scope of powers of the shareholders’ meeting. The Company shall not increase the shareholding percentage required for shareholders to submit a provisional proposal. |

– 72 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals or add new proposals after the notice of the shareholders’ general meeting has been issued.

If a proposal is not specified in the notice of the shareholders’ general meeting or does not comply with the provisions of Article 63 of the Articles of Association, it shall not be voted or resolved at the shareholders’ general meetings. | Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals or add new proposals after the notice of the shareholders’ general meeting has been issued.

If a proposal is not specified in the notice of the shareholders’ general meeting or does not comply with the provisions of Article 63 of the Articles of Association, it shall not be voted or resolved at the shareholders’ general meetings. |
| / | Proposals to the shareholders’ general meeting shall meet the following conditions:

(1) the contents shall not contradict the laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed and the Articles of Association and shall fall within the scope of the shareholders’ general meeting;

(2) motions and specific resolutions shall be specified;

(3) such proposals shall be submitted or delivered to the convener of the shareholders’ general meeting in writing.

Unless otherwise provided in the Articles of Association, proposals to the shareholders’ general meeting shall be submitted to the convener prior to the issue of notice of the shareholders’ general meeting. | Article deleted. This article has been integrated into the previous article and this article is deleted. |

– 73 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 68	A notice of a meeting of the shareholders of the Company shall satisfy the following criteria:	A notice of a shareholders' meetingmeeting of the shareholders of the Company shall include the following contentssatisfy the following criteria:
	(1) specify the place, date and time of the meeting;	(1) the time, place and durations specify the place, date and time of the meeting;
	(2) contain the matters and proposals submitted to the meeting for consideration and review. The notice of the shareholders' general meeting and its supplementary notice shall fully and completely disclose the specific contents of all proposals;	(2) contain the matters and proposals submitted to the meeting for consideration and review. The notice of the shareholders' general meeting and its supplementary notice shall fully and completely disclose the specific contents of all proposals;
	(3) contain a disclosure of the nature and extent, if any, of the material interests of any director, supervisor, manager and other senior management personnel in the proposed transaction and the effect which the proposed transaction will have on them in their capacity as shareholders in so far as it is different from the effect on the interests of shareholders of the same class, an explanation shall be given on such difference;	(3) contain a disclosure of the nature and extent, if any, of the material interests of any director, supervisor, manager and other senior management personnel in the proposed transaction and the effect which the proposed transaction will have on them in their capacity as shareholders in so far as it is different from the effect on the interests of shareholders of the same class, an explanation shall be given on such difference;

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(4) contain a conspicuous statement that all shareholders are entitled to attend such meeting and appoint proxies to attend and vote at such meeting in writing and that a proxy need not be a shareholder of the Company;	(43) contain a conspicuous statement that all shareholders are entitled to attend such meeting and appoint proxies to attend and vote at such meeting in writing and that a proxy need not be a shareholder of the Company;
	(5) provide the record date of the registration of shareholdings of such shareholders entitled to attend the shareholders’ general meeting;	(54) provide the record date of the registration of shareholdings of such shareholders entitled to attend the shareholders’ general meeting;
	(6) contain names and contact information of the contact persons in charge of the meeting;	(65) contain names and contact information of the contact persons in charge of the meeting;
	(7) specify the time and procedures of voting online or by other means.	(76) specify the time and procedures of voting online or by other means.;
		(7) other contents that should be included in accordance with laws, administrative regulations, departmental rules, relevant regulatory documents, and the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed.

75 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 69	Where the elections of directors and supervisors are to be discussed at the shareholders’ general meeting, a notice of the shareholders’ general meeting shall fully disclose the particulars of the candidates for directors and supervisors in accordance with laws, administrative regulations, departmental rules, relevant regulatory documents, requirements of the Securities Regulatory Authorities in the place where the Company’s shares are listed and the Articles of Association, and shall include the following contents:

(1) personal particulars such as educational background, working experience and part-time job(s);

(2) whether or not the candidate has any related relationship with the Company’s directors, supervisors, senior management, de facto controller and holders of 5% or more of the shares;

(3) whether there are any circumstances where the candidate is not eligible to be nominated as director, supervisor or senior management of the Company in accordance with the requirements of the securities regulatory rules of the place where the Company is listed; | Where the elections of directors and supervisors are to be discussed at the shareholders’ general meeting, a notice of the shareholders’ general meeting shall fully disclose the particulars of the candidates for directors and supervisors in accordance with laws, administrative regulations, departmental rules, relevant regulatory documents, requirements the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed and the Articles of Association, and shall include the following contents:

(1) personal particulars such as educational background, working experience and part-time job(s);

(2) whether or not the candidate has any related relationship with the Company or the Company’s controlling shareholder and directors, supervisors, senior management, de facto controller and holders of 5% or more of the shares;

– 76 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(4) disclosure of the number of the Company's shares held by the candidate;	(4) disclosure of the number of the Company's shares held by the candidate;
	(5) whether or not the candidate has been subject to penalties by the securities regulatory authorities of the State Council and other relevant authorities as well as sanctions by any stock exchanges.	(5) whether or not the candidate has been subject to penalties by the securities regulatory authorities of the State Council and other relevant authorities as well as sanctions by any stock exchanges.;
		(6) information on newly appointed, re-elected or re-designated directors required to be disclosed pursuant to the Listing Rules.
	Save for the elections of directors and supervisors held by adopting cumulative voting system, each candidate for a director or supervisor shall be proposed by way of a separate proposal.	Save for the elections of directors and supervisors held by adopting cumulative voting system, each candidate for a director or supervisor shall be proposed by way of a separate proposal.
Article 70	Notice of shareholders' general meetings shall be sent to each shareholder (regardless of whether such shareholder is entitled to vote at the meeting) by way of public announcement or the means as specified in Article 200. For notices issued by way of public announcement, after the publication of such announcement, the relevant persons shall be deemed to have received the notice.	Notice of shareholders' general meetings shall be sent to each shareholder (regardless of whether such shareholder is entitled to vote at the meeting) by way of public announcement or the means as specified in Article 200217 or permitted by the Securities Regulatory Authorities in the places where the Company's shares are listed. For notices issued by way of public announcement, after the publication of such announcement, the relevant persons shall be deemed to have received the notice.

77 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	The accidental omission to give notice of a meeting to, or the failure to receive the notice of a meeting by, any person entitled to receive such notice shall not invalidate the meeting and the resolutions adopted thereat.	Article deleted.
Article 71	The board of directors and other conveners shall take all necessary measures to ensure that the shareholders’ general meeting is conducted in an orderly manner and shall take measures to prevent any activities interfering with the shareholders’ general meeting or infringing the legitimate rights and interests of shareholders and shall promptly report such activities to the relevant authorities.	The board of directors and other conveners shall take all necessary measures to ensure that the shareholders’ general meeting is conducted in an orderly manner and shall take measures to prevent any activities interfering with the shareholders’ general meeting or infringing the legitimate rights and interests of shareholders and shall promptly report such activities to the relevant authorities.
Article 72	All shareholders appearing on the register of members on the record date or their proxies are entitled to attend shareholders’ general meetings and exercise voting rights in accordance with the relevant laws, administrative regulations and the Articles of Association.
Shareholders may either attend the shareholders’ general meeting in person or appoint a proxy to attend such meeting on their behalf.	All shareholders appearing on the register of members on the record date or their proxies are entitled to attend shareholders’ general meetings and exercise voting rights in accordance with the relevant laws, administrative regulations and the Articles of Association.
Shareholders may either attend the shareholders’ general meeting in person or appoint a proxy to attend such meeting on their behalf.

– 78 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 73	Any shareholder who is entitled to attend and vote at a general meeting of the Company shall be entitled to appoint one (1) or more persons (whether such person is a shareholder or not) as his/her proxies to attend and vote on his/her behalf, and a proxy so appointed shall be entitled to exercise the following rights pursuant to the authorisation from that shareholder:

(1) the shareholders’ right to speak at the meeting;

(2) the right to demand or join in demanding a poll;

(3) the right to vote by hand or on a poll, but a proxy of a shareholder who has appointed more than one (1) proxy may only vote on a poll.

Where any member, under the laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchange where the shares of the Company are listed, is required to abstain from voting on any particular resolution or is restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted. | Any shareholder who is entitled to attend and vote at a general shareholders’ meeting of the Company shall be entitled to appoint one (1) or more persons (whether such person is a shareholder or not) as his/her proxies to attend and vote on his/her behalf, and a proxy so appointed shall be entitled to exercise the following rights pursuant to the authorisation from that shareholder:

(1) the shareholders’ right to speak at the meeting;

(2) the right to demand or join in demanding a poll;

(3) the right to vote by hand or on a poll, but a proxy of a shareholder who has appointed more than one (1) proxy may only vote on a poll.

Where any member, under the laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchange where the shares of the Company are listed the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed, is required to abstain from voting on any particular resolution or is restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted. |

– 79 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 74	The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing if the shareholder authorises a proxy to attend the meeting, or if the appointer is a legal entity or other organisation, such instrument shall be delivered either under seal by such legal entity or other organisation or under the hand of a legal representative, a director or a duly authorised attorney.

If an individual shareholder attends the meeting in person, he or she shall present his or her identity card or other valid certificate or proof that can prove his or her identity and shareholding proof such as a share account card. If a proxy is appointed to attend the meeting by an individual shareholder, the proxy shall provide valid proof of his or her identity and the instrument of proxy from the appointing shareholder.

A corporate shareholder shall be represented by its legal representative or persons authorised by the legal representative, the board of directors or other decision-making bodies to attend the meeting, and such corporate shareholder is deemed to be present in person if the relevant person is authorised to attend the meeting on its behalf. The legal representative attending the meeting shall present his or her personal identity card and valid documents that can prove his or her identity as the legal representative. Proxies authorised to attend the meeting shall present their personal identity cards and the written instruments of proxy duly issued and signed by the legal representative, the board of directors or other decision-making bodies of the corporate shareholder. | The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing if the shareholder authorises a proxy to attend the meeting, or if the appointer is a legal entity or other organisation, such instrument shall be delivered either under seal by such legal entity or other organisation or under the hand of a legal representative, a director or a duly authorised attorney.

If an individual shareholder attends the meeting in person, he or she shall present his or her identity card or other valid certificate or proof that can prove his or her identity and shareholding proof such as a share account card. If a proxy attends is appointed to attend the meeting by on behalf of an individual shareholder, the proxy shall provide valid proof of his or her identity and the instrument of proxy from the appointing shareholder.

A corporate shareholder shall be represented by its legal representative or its proxy persons authorised appointed by the legal representative, the board of directors or other decision-making bodies to attend the meeting, and such corporate shareholder is deemed to be present in person if the relevant person is authorised to attend the meeting on its behalf. The legal representative attending the meeting shall present his or her personal identity card and valid documents that can prove his or her identity as the legal representative. Proxies attending authorised to attend the meeting shall present their personal identity cards and the written instruments of proxy duly issued and signed by the legal representative, the board of directors or other decision-making bodies of the corporate shareholder. |

80 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	If a shareholder is a Recognised Clearing House as defined in the applicable rules of securities regulatory authority of the place where the Company’s shares are listed or other securities laws and regulations or its proxy, such shareholder may, as he sees fit, authorise one (1) or more persons (including proxies and legal persons) as his/her proxies to attend and vote at any shareholders’ general meeting, shareholders’ class meeting or creditors’ meeting. However, if one (1) or more persons is authorised, the instrument of proxy shall specify the number and class of the shares in relation to each such proxy. Such authorised person may exercise his/her power (including the rights to speak and vote) on behalf of such Recognised Clearing House (or its proxy) in the same manner as the individual shareholder of the Company. If applicable laws and regulations prohibit the clearing house’s appointed agents or legal representatives from enjoying the above rights, the Company shall make necessary arrangements with the relevant Recognised Clearing House to ensure that shareholders holding shares through the clearing house have the rights to vote, attend (in person or by proxy) and speak.	If a shareholder is a Recognised Clearing House as defined in the applicable rules of Securities Regulatory Authorities insecurities regulatory authority of the places where the Company’s shares are listed or other securities laws and administrative regulations or its proxy, such shareholder may, as he sees fit, authorise one (1) or more persons (including proxies and legal persons) as his/her proxies to attend and vote at any shareholders’ general meeting, shareholders’ class meeting or and creditors’ meeting. However, if one (1) or more persons is authorised, the instrument of proxy shall specify the number and class of the shares in relation to each such proxy. Such authorised person may exercise his/her power (including the rights to speak and vote) on behalf of such Recognised Clearing House (or its proxy) in the same manner as the individual shareholder of the Company. If applicable laws and administrative regulations prohibit the clearing house’s appointed agents or legal representatives from enjoying the above rights, the Company shall make necessary arrangements with the relevant Recognised Clearing House to ensure that shareholders holding shares through the clearing house have the rights to vote, attend (in person or by proxy) and speak.

81 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 75	If the instrument appointing a voting proxy is signed by a person authorised by the appointor, the power of attorney or other instrument for the authorisation of signing shall be notarially certified. The instrument appointing a voting proxy and a notarially certified copy of that power of attorney or other authority shall be deposited at the domicile of the Company or at such other place as is specified for that purpose in the notice convening the meeting.
If the appointer is a legal person, its legal representative or such person as is authorised by a resolution of its board of directors or other governing body may attend any meeting of shareholders of the Company as a representative of the appointer.	If the instrument appointing a voting proxy is signed by a person authorised by the appointor, the power of attorney or other instrument for the authorisation of signing shall be notarially certified. The instrument appointing a voting proxy and a notarially certified copy of that power of attorney or other authority shall be deposited at the domicile of the Company or at such other place as is specified for that purpose in the notice convening the meeting.
If the appointer is a legal person, its legal representative or such person as is authorised by a resolution of its board of directors or other governing body may attend any meeting of shareholders of the Company as a representative of the appointer.

– 82 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 76	The instrument of proxy issued by shareholders to authorise other persons to attend the shareholders’ general meeting shall state the followings:	The instrument of proxy issued by shareholders to authorise other persons to attend the shareholders’ general meeting shall state the followings:
	(1) the name of the proxies of the appointing shareholder;	(1) the name of the appointer and class and quantity of shares held thereby in the Company;
	(2) whether the proxies have the right to vote;	(2) whether the proxies have the right to vote;
	(3) the number of shares of the appointing shareholder represented by the proxies. If more than one proxy is appointed, the instrument shall specify the number of shares represented by each proxy respectively;	(3) the number of shares of the appointing shareholder represented by the proxies. If more than one proxy is appointed, the instrument shall specify the number of shares represented by each proxy respectively;
	(4) instructions to vote in favour of, against or abstain from voting on each of the items in the agenda of the shareholders’ general meeting respectively as per the number of shares held by the appointing shareholders;	(4) specific instructions from the shareholder, including instructions to vote in favour of, against or abstain from voting on each of the items in the agenda of the shareholders’ general meeting respectively as per the number of shares held by the appointing shareholders;
	(5) the signing date and the effective period of the instrument of proxy;	(5) the signing date and the effective period of the instrument of proxy;
	(6) the signature (or seal) of the appointer. If the appointer is a corporate shareholder, the seal of the corporate shareholder shall be affixed.	(6) the signature (or seal) of the appointer. If the appointer is a corporate shareholder, the seal of the corporate shareholder shall be affixed.

83 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Any blank form or proxy form issued to a shareholder by the board of directors for use by such shareholder for the appointment of a proxy to attend and vote at meetings of the Company shall be in a form that allows the shareholder to freely instruct the proxy to vote in favour of, against or abstain from voting the motions, with such instructions being individually given in respect of each matter to be voted on at the meeting. Such a form shall contain a statement that, in the absence of specific instructions from the shareholder, whether the proxy may vote as he thinks fit. If such statement is not specified in the instrument of proxy, the proxy is deemed to be entitled to vote at his/her discretion for any resolutions that do not have specific instruction from the shareholder, and the shareholder shall assume corresponding responsibility for such vote.	Any blank form or proxy form issued to a shareholder by the board of directors for use by such shareholder for the appointment of a proxy to attend and vote at meetings of the Company shall be in a form that allows the shareholder to freely instruct the proxy to vote in favour of, against or abstain from voting the motions, with such instructions being individually given in respect of each matter to be voted on at the meeting. Such a form shall contain a statement that, in the absence of specific instructions from the shareholder, whether the proxy may vote as he thinks fit. If such statement is not specified in the instrument of proxy, the proxy is deemed to be entitled to vote at his/her discretion for any resolutions that do not have specific instruction from the shareholder, and the shareholder shall assume corresponding responsibility for such vote.
Article 77	The Company shall be responsible for preparing the meeting's register which shall include, among other things, the name of, the identity document number of and the number of shares with voting rights held by the attendee, and the name of the appointing shareholder (or the name of the relevant company).	The Company shall be responsible for preparing the meeting's register which shall include, among other things, the name (or the name of the relevant company) of, the identity document number of and the number of shares with voting rights held by the attendee, and the name of the appointing shareholder (or the name of the relevant company).

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 78	The convener and the lawyer engaged by the Company will jointly verify the legality of shareholders’ qualifications based on the register of shareholders provided by the securities registration and clearing institution, and register the names of shareholders and the number of voting shares they hold. Such registration shall be concluded prior to the announcement by the chairperson of the shareholders’ general meeting of the number of shareholders and their proxies attending the meeting and the total number of their voting shares.

The chairperson of the shareholders’ general meeting shall, prior to the voting, announce the number of shareholders and proxies attending the meeting and the total number of their voting shares, which shall be the number of shareholders and proxies attending the meeting and the total number of their voting shares as indicated in the meeting’s register. | The convener and the lawyer engaged by the Company will jointly verify the legality of shareholders’ qualifications based on the register of shareholders provided by the securities registration and clearing institution, and register the names of shareholders and the number of voting shares they hold. Such registration shall be concluded prior to the announcement by the chairperson of the shareholders’ general meeting of the number of shareholders and their proxies attending the meeting and the total number of their voting shares.

85 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 79	The Company shall formulate rules of procedures of the shareholders’ general meeting to specify in detail the procedures of convening of the shareholders’ general meeting and voting. The rules of procedures of the shareholders’ general meeting shall be prepared by the board of directors and approved by the shareholders’ general meeting.	The Company shall formulate rules of procedures of the shareholders’ general meeting to specify in detail the procedures of holding and convening of the shareholders’ general meeting and voting, including notice, registration, deliberation of proposals, voting, vote counting, announcement of voting results, formation of meeting resolutions, meeting minutes and their signing, and announcements, as well as the principles of authorisation by the shareholders’ meeting to the board of directors, and the content of authorisation should be clear and specific. The rules of procedures of the shareholders’ general meeting shall be prepared by the board of directors and approved by the shareholders’ general meeting.
Article 80	At the annual general meeting, the board of directors and the supervisory committee shall report their work in the past year to the shareholders’ general meeting. Independent directors shall also submit an annual work report at the annual general meeting and explain how they have performed their duties.
Directors, supervisors and senior management personnel shall provide explanation and illustration for inquiries and suggestions by shareholders at a shareholders’ general meeting, except for the affairs related to the commercial secrets of the Company.	At the annual general meeting, the board of directors and the supervisory committee shall report their work in the past one (1) year to the shareholders’ general meeting. Each Independent directors shall also submit an annual work report at the annual general meeting and explain how they havehe/she has performed theirhis/her duties.
Directors, supervisors and senior management personnel shall provide explanation and illustration for inquiries and suggestions by shareholders at a shareholders’ general meeting, except for the affairs related to the commercial secrets of the Company.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 81	Resolutions of shareholders’ general meetings shall be divided into ordinary resolutions and special resolutions.
An ordinary resolution must be passed by votes representing more than half of the voting rights represented by the shareholders (including proxies) present at the meeting.
A special resolution must be passed by votes representing two-thirds or more of the voting rights represented by the shareholders (including proxies) present at the meeting.	Resolutions of shareholders’ general meetings shall be divided into ordinary resolutions and special resolutions.
An ordinary resolution must be passed by votes representing more than half of the voting rights represented by the shareholders (including proxies) present at the meeting.
A special resolution must be passed by votes representing two-thirds or more of the voting rights represented by the shareholders (including proxies) present at the meeting.
The shareholders referred to in this Article include shareholders who appoint a proxy to attend shareholders’ meetings.
Article 82	A shareholder (including a proxy), when voting at a shareholders’ general meeting, may exercise such voting rights as are attached to the number of voting shares which he represents. Except the cumulative voting system for the election of directors and supervisors pursuant to the provisions of the Article of Association, each share shall have one (1) vote. However, the Company shall have no voting right for the shares held by itself, and such shares shall not be counted towards the total number of voting shares at a shareholders’ general meeting.	A shareholder (including a proxy), when voting at a shareholders’ general meeting, may exercise such voting rights as are attached to the number of voting shares which he represents. Except the cumulative voting system for the election of directors and supervisors pursuant to the provisions of the Article of Association, each share shall have one (1) vote. However, the Company shall have no voting right for the shares held by itself, and such portion of shares shall not be counted towards the total number of voting shares at a shareholders’ general meeting.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	When the shareholders’ general meeting considers major matters affecting the interests of minority investors, votes shall be counted separately for minority investors. The results of separate counting of votes shall be publicly disclosed in a timely manner.	When the shareholders’ general meeting considers major matters affecting the interests of minority investors, votes shall be counted separately for minority investors. The results of separate counting of votes shall be publicly disclosed in a timely manner.
	If a shareholder acquires the Company’s voting shares in breach of paragraphs 1 and 2 of Article 63 of the Securities Law, voting rights shall not be exercised for the portion of the shares exceeding the prescribed proportion within 36 months after the purchase, and such shares shall not be counted in the total number of shares with voting rights present at the shareholders’ meeting.	If a shareholder acquires the Company’s voting shares in breach of paragraphs 1 and 2 of Article 63 of the Securities Law, voting rights shall not be exercised for the portion of the shares exceeding the prescribed proportion within thirty-six (36) months after the purchase, and such shares shall not be counted in the total number of shares with voting rights present at the shareholders’ meeting.
	The Company’s board of directors, independent directors, shareholders holding 1% or more of voting shares, or investor sponsors established in accordance with laws, administrative regulations or the provisions of the securities regulatory authority of the State Council may act as solicitors, or entrust securities companies and securities service agencies, to publicly request the Company’s shareholders to entrust it to attend the shareholders’ general meeting and exercise shareholder’s rights such as the right to propose and vote.	The Company’s board of directors, independent directors, shareholders holding one percent (1%) or more of voting shares, or investor sponsors established in accordance with laws, administrative regulations or the provisions of the securities regulatory authority of the State Council may act as solicitors, or entrust securities companies and securities service agencies, to publicly request the Company’s shareholders to entrust it to attend the shareholders’ general meeting and exercise shareholder’s rights such as the right to propose and vote.

88 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	In the case of soliciting shareholders’ rights in accordance with the preceding paragraph, the solicitor shall disclose the solicitation documents and the Company shall provide assistance.	In the case of soliciting shareholders’ rights in accordance with the preceding paragraph, the solicitor shall fully disclose information such as specific voting intentions and disclose the solicitation documents and the Company shall provide assistance.
	It is forbidden to publicly solicit shareholders’ rights in a paid or disguised manner. Except for statutory conditions, the Company shall not impose minimum shareholding ratio restrictions on the solicitation of voting rights. In the case of public solicitation of shareholders’ rights resulting in the breach of laws, administrative regulations and relevant provisions of the securities regulatory authorities of the State Council and incurring losses of the Company or its shareholders, such solicitor shall bear the compensation obligation in accordance with laws.	It is forbidden to publicly solicit shareholders’ rights in a paid or disguised manner. Except for statutory conditions, the Company shall not impose minimum shareholding ratio restrictions on the solicitation of voting rights. In the case of public solicitation of shareholders’ rights resulting in the breach of laws, administrative regulations and relevant provisions of the securities regulatory authorities of the State Council and incurring losses of the Company or its shareholders, such solicitor shall bear the compensation obligation in accordance with laws.

The shareholders referred to in paragraph one of this Article include shareholders who appoint a proxy to attend shareholders’ meetings. |

89 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 83	When any shareholders’ general meeting considers matters related to related-party transactions, the related (connected) shareholder (collectively, the “related shareholders”) shall not vote and the number of voting shares that he represents shall not be counted as part of the total number of valid votes; the announcement of the resolution of the shareholders’ general meeting shall fully disclose the votes of non-related shareholders. Related shareholders’ abstention from voting and voting procedure for related-party transactions are as follows:

(2) if it is necessary to engage professional accountants and valuers to audit and appraise the related-party transactions or engage independent financial advisors to opine on the same, the convener shall properly disclose at the meeting the results of the audit and appraisal or the opinions of the independent financial advisors. | When any shareholders’ general meeting considers matters related to related-party transactions, the related (connected) shareholder (collectively, the “related shareholders”) shall not vote and the number of voting shares that he represents shall not be counted as part of the total number of valid votes; the announcement of the resolution of the shareholders’ general meeting shall fully disclose the votes of non-related shareholders. Related shareholders’ abstention from voting and voting procedure for related-party transactions are as follows:

– 90 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(3) the related shareholders may participate in the discussion relating to the related-party transactions and make explanatory statement at the shareholders' general meeting regarding the reasons for the related-party transactions, basic information of the transactions and whether the transactions are fair and sound, etc., but they shall abstain from voting at the meeting.	(3) the related shareholders may participate in the discussion relating to the related-party transactions and make explanatory statement at the shareholders' general meeting regarding the reasons for the related-party transactions, basic information of the transactions and whether the transactions are fair and sound, etc., but they shall abstain from voting at the meeting.
Article 84	All votes of shareholders at a shareholders' general meeting shall be taken by open ballot except where the chairperson of the meeting decides to allow a resolution which relates purely to a procedural or an administrative matter to be voted on by a show of hands.	All votes of shareholders at a shareholders' general meeting shall be taken by open ballot except where the chairperson of the meeting decides to allow a resolution which relates purely to a procedural or an administrative matter to be voted on by a show of hands.
Article 85	Shareholders attending the shareholders' general meeting shall present one of the following views on the proposals submitted for voting: for, against or abstention. Except when the securities registration and clearing institutions are the nominal holders of shares subject to the stock connect mechanisms between Mainland China and Hong Kong, declaration may be made according to the intentions of actual holders. A voting ticket that is incomplete, wrongly completed, illegible, or votes not casted, shall be treated as the voter giving up his/her voting rights. The votes represented by his/her shares shall be treated as “abstention”.	Shareholders attending the shareholders' general meeting shall present one of the following views on the proposals submitted for voting: for, against or abstention. Except when the securities registration and clearing institutions are the nominal holders of shares subject to the stock connect mechanisms between Mainland China and Hong Kong, declaration may be made according to the intentions of actual holders. A voting ticket that is incomplete, wrongly completed, illegible, or votes not casted, shall be treated as the voter giving up his/her voting rights. The votes represented by his/her shares shall be treated as “abstention”.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 86	The list of candidates for directors or supervisors shall be proposed to the shareholders’ general meeting for voting, when directors or supervisors that are not acting as employee-supervisors are elected at the shareholders’ general meeting.

Under the following circumstances, the cumulative voting method shall be adopted for the election of directors and supervisors:

(1) where the Company elects two or more directors (including independent directors) and supervisors;

(2) where a sole shareholder and its concert party are interested in 30% or more in shares of the Company.

The cumulative voting mentioned above represents each share carrying voting rights corresponding to the number of directors or supervisors when they are elected at the shareholders’ general meeting, and the shareholders may exercise such voting rights collectively. The voting results of minority investors in relation to the election of independent directors should be separately counted and disclosed. The board of directors shall make an announcement to shareholders on the profile and basic information of the directors and supervisors to be elected. | The list of candidates for directors or supervisors shall be proposed to the shareholders’ general meeting for voting, when directors or supervisors that are not acting as employee-supervisors are elected at the shareholders’ general meeting.

Under the following circumstances, the cumulative voting method shall be adopted for the election of directors and supervisors:

(1) where the Company elects two (2) or more directors (including independent directors) and supervisors;

(2) where the Company elects two (2) or more directors when a sole shareholder and its concert party are interested in thirty percent (30%) or more in shares of the Company.

92 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Where a proposal in relation to election of directors or supervisors is passed at a shareholders’ general meeting, newly appointed directors and supervisors should assume their office immediately after the close of the relevant shareholders’ general meeting, or at such time as specified in the resolution of the relevant shareholders’ general meeting.	Where a proposal in relation to election of directors or supervisors is passed at a shareholders’ general meeting, newly appointed directors and supervisors should assume their office immediately after the close of the relevant shareholders’ general meeting, or at such time as specified in the resolution of the relevant shareholders’ general meeting.
Article 87	Except for the adoption of cumulative voting system, all resolutions proposed at the shareholders’ general meetings shall be voted separately, and for different motions on the same matter, voting will be conducted according to the time the motions are proposed. Other than special reasons such as force majeure, which results in the suspension of the shareholders’ general meeting or makes it impossible to vote on resolutions, the shareholders’ general meeting shall not set aside the motions and shall vote on them.	Except for the adoption of cumulative voting system, all resolutions proposed at the shareholders’ general meetings shall be voted separately, and for different motions on the same matter, voting will be conducted according to the time the motions are proposed. Other than special reasons such as force majeure, which results in the suspension of the shareholders’ general meeting or makes it impossible to vote on resolutions, the shareholders’ general meeting shall not set aside the motions and shall vote on them.
Article 88	When considering a proposal at the shareholders’ general meeting, no amendment shall be made thereto. Otherwise, such amendment shall be treated as a new proposal and shall not be voted at such shareholders’ general meeting. The same voting right can only choose one of on-site, Internet or other voting methods. In the event of repeated voting of the same voting right, the first voting result shall prevail.	When considering a proposal at the shareholders’ general meeting, no amendment shall be made thereto. If amended Otherwise, such amendment it shall be treated as a new proposal and shall not be voted at such shareholders’ general meeting. The same voting right can only choose one of on-site, Internet or other voting methods. In the event of repeated voting of the same voting right, the first voting result shall prevail.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 89	Before the voting of the proposals takes place at the shareholders’ general meeting, two (2) shareholder representatives shall be nominated to count the votes and scrutinise the vote-counting. If the matter to be considered is related to a shareholder, the relevant shareholder and proxies shall not participate in counting the votes or scrutinising the vote-counting.

When resolutions are to be voted at the shareholders’ general meeting, the counting of votes and scrutinising of the voting-counting shall be conducted by one or more parties involving lawyers, shareholder representatives, supervisor representatives, the Company’s auditor, share registrar of Overseas-Listed Foreign-Invested Shares (H shares) or external auditors qualified to serve as the Company’s auditor. The voting results shall be announced during the meeting and the voting results shall be recorded in the minutes of the meeting.

Shareholders of the Company or their proxies who vote through the Internet or other means have the right to check their voting results through the corresponding voting system. | Before the voting of the proposals takes place at the shareholders’ general meeting, two (2) shareholder representatives shall be nominated to count the votes and scrutinise the vote-counting. If the matter to be considered is related to a shareholder, the relevant shareholder and proxies shall not participate in counting the votes or scrutinising the vote-counting.

Shareholders of the Company or their proxies who vote through the Internet or other means have the right to check their voting results through the corresponding voting system. |

– 94 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 90	The following matters shall be resolved by ordinary resolutions at shareholders’ general meetings:	The following matters shall be resolved by ordinary resolutions at shareholders’ general meetings:
	(1) work reports of the board of directors and the supervisory committee;	(1) work reports of the board of directors and the supervisory committee;
	(2) profit distribution plans and loss recovery plans formulated by the board of directors;	(2) profit distribution plans and loss recovery plans formulated by the board of directors;
	(3) election or removal of members of the board of directors and members of the supervisory committee, remuneration and manner of payment of such members;	(3) election or removal of members of the board of directors and members of the supervisory committee, remuneration and manner of payment of such members;
	(4) annual budgets, final accounts plan and annual reports of the Company;	(4) annual budgets, financial final accounts plan and annual reports of the Company;
	(5) appointment or removal of an accountancy firm;	(5) appointment or removal dismissal of an the accountancy firms engaged to conduct the Company’s audit/accountancy firm, the non-reappointment of such accountancy firms of the Company, and the remuneration of the accountancy firms or the method of determining their remuneration;
	(6) decisions on the Company’s business policies and investment plans;	(6) decisions on the Company’s business policies and investment plans;

– 95 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(7) matters other than those which are required by the laws, administrative regulations, departmental rules, relevant regulatory documents and the Securities Regulatory Authorities in the place where the Company's shares are listed or by the Company's Articles of Association to be adopted by special resolution.	(76) matters other than those which are required by the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed or by the Company's Articles of Association to be adopted by special resolution.
Article 91	The following matters shall be resolved by a special resolution at a shareholders' general meeting: (1) the increase or reduction in registered capital; (2) the division, spin-off, merger, dissolution and liquidation of the Company or change of corporate form of the Company; (3) amendment of the Company's Articles of Association; (4) amendment to rights of shareholders of any class; (5) the consideration and approval of matters relating to the Company's purchases or disposals of material assets or the provision of guarantees within one (1) year, the transaction value of which are more than 30% of the latest audited total assets of the Company;	The following matters shall be resolved by a special resolution at a shareholders' general meeting: (1) the increase or reduction in registered capital; (2) the division, spin-off, merger, dissolution and liquidation of the Company or change of corporate form of the Company; (3) amendment of the Company's Articles of Association; (4) amendment to rights of shareholders of any class; (54) the consideration and approval of matters relating to the Company's purchases or disposals of material assets or the provision of guarantees to others within one (1) year, the transaction value of which are more than thirty percent (30%) of the latest audited total assets of the Company;

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(6) the consideration of the share incentive scheme;	(65) the consideration of the share incentive scheme;
	(7) any other matter resolved by way of an ordinary resolution by shareholders in general meeting which the shareholders consider may have a material impact on the Company and should be adopted by a special resolution;	(76) any other matter resolved by way of an ordinary resolution by shareholders in general a shareholders’ meeting which the shareholders consider may have a material impact on the Company and should be adopted by a special resolution;
	(8) other matters to be resolved by special resolutions as required by laws, administrative regulations, departmental rules, relevant regulatory documents and Securities Regulatory Authorities in the place where the Company’s shares are listed or the Articles of Association.	(87) other matters to be resolved by special resolutions as required by laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed or the Articles of Association.

97 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 92	The shareholders’ general meetings shall be convened by the board of directors. The supervisory committee or shareholders may convene the shareholders’ general meeting on their own initiative, subject to the relevant requirements specified in these Articles of Association.	The shareholders’ general meetings shall be convened by the board of directors, and the board of directors shall convene the shareholders’ meeting on time within the prescribed period. The supervisory audit committee committee or shareholders may convene the shareholders’ general meeting on their own initiative, subject to the relevant requirements specified in these Articles of Association.
Article 93	Upon deliberation at a special meeting of independent directors and approval of more than half of all independent directors, independent directors have the right to propose to the board of directors to convene extraordinary general meetings. The board of directors shall reply in writing agreeing or disagreeing to convene an extraordinary general meeting within ten (10) days upon receipt of such proposal in accordance with the laws, regulations and the Articles of Association. If the board of directors agrees to convene an extraordinary general meeting, notice to convene such meeting shall be issued within five (5) days after the resolution to convene an extraordinary general meeting is adopted by the board of directors. The board of directors shall provide reasons and announce them if it decides not to convene an extraordinary general meeting.	Upon deliberation at a special meeting of independent directors and approval of more than half of all independent directors, independent directors have the right to propose to the board of directors to convene extraordinary general meetings. The board of directors shall reply in writing agreeing or disagreeing to convene an extraordinary general meeting within ten (10) days upon receipt of such proposal in accordance with the laws, administrative regulations and the Articles of Association. If the board of directors agrees to convene an extraordinary general meeting, notice to convene such meeting shall be issued within five (5) days after the resolution to convene an extraordinary general meeting is adopted by the board of directors. The board of directors shall provide reasons and announce them if it decides not to convene an extraordinary general meeting.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 94	The supervisory committee has the right to propose to the board of directors to convene extraordinary general meetings and such proposal shall be made by way of written request(s). The board of directors shall reply in writing agreeing or disagreeing to convene an extraordinary general meeting within ten (10) days upon receipt of such proposal in accordance with the laws, administrative regulations and the Articles of Association.

If the board of directors agrees to convene an extraordinary general meeting, notice to convene such meeting shall be issued within five (5) days after the resolution to convene an extraordinary general meeting is adopted by the board of directors. Any changes to the original proposal in the notice require the consent of the supervisory committee.

If the board of directors decides not to convene an extraordinary general meeting or does not reply within ten (10) days upon receipt of such proposal, the board of directors will be deemed as unable or having failed to fulfill the obligation to convene shareholders’ general meetings and the supervisory committee may convene and preside over the meeting on its own. | The supervisory committeeaudit committee has the right to propose to the board of directors to convene extraordinary general meetings and such proposal shall be made by way of written request(s). The board of directors shall reply in writing agreeing or disagreeing to convene an extraordinary general meeting within ten (10) days upon receipt of such proposal in accordance with the laws, administrative regulations and the Articles of Association.

– 99 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 95	Shareholders individually or collectively holding 10% or above of the Company’s shares have the right to request the board of directors to convene an extraordinary general meeting. Shareholders who request for the convening of an extraordinary general meeting or a class meeting shall comply with the following procedures:

(1) The Requesting Shareholders may sign a written proposal requesting the board of directors to convene an extraordinary general meeting. The board of directors shall reply in writing agreeing or disagreeing to convene an extraordinary general meeting within ten (10) days upon receipt of such proposal in accordance with laws, regulations and the Articles of Association.

(2) If the board of directors decides to convene an extraordinary general meeting, a notice to convene such meeting shall be issued within five (5) days after the resolution to convene an extraordinary general meeting is adopted by the board of directors. Any changes to the original proposal in the notice require the consent of the Requesting Shareholders. | Shareholders individually or collectively holding ten percent (10%) or above of the Company’s issued voting shares have the right to request the board of directors in writing to convene an extraordinary general meeting and to add proposals to the meeting agenda. Shareholders who request for the convening of an extraordinary general meeting or a class meeting shall comply with the following procedures:

(1) The Requesting Shareholders may sign a written proposal requesting the board of directors to convene an extraordinary general meeting. The board of directors shall reply in writing agreeing or disagreeing to convene an extraordinary general meeting within ten (10) days upon receipt of such request proposal in accordance with laws, administrative regulations and the Articles of Association.

100 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(3) If the board of directors decides not to convene an extraordinary general meeting or does not reply within ten (10) days upon receipt of such request, the Requesting Shareholders have the right to propose to the supervisory committee to convene an extraordinary general meeting by way of written request(s).	(32) If the board of directors decides not to convene an extraordinary general meeting or does not reply within ten (10) days upon receipt of such request, the Requesting Shareholders have the right to propose/proposing to the supervisory audit committee to convene an extraordinary general meeting should do so by way of written request(s).
	(4) If the supervisory committee decides to convene an extraordinary general meeting, a notice to convene such meeting shall be issued within five (5) days upon receipt of such request. Any changes to the original proposal in the notice require the consent of the Requesting Shareholders.	(4) If the audit committee/supervisory committee decides to convene an extraordinary general meeting, a notice to convene such meeting shall be issued within five (5) days upon receipt of such request. Any changes to the original request/proposal in the notice require the consent of the relevant Requesting Shareholders.
	(5) If the supervisory committee does not issue the notice of the shareholders’ general meeting within the required period, it will be deemed as having failed to convene and preside over the shareholders’ general meeting, and shareholders individually or jointly holding 10% or more of the shares of the Company for ninety (90) consecutive days or more (the “Convening Shareholder”) have the right to convene and preside over the meeting on their own.	(53) If the audit committee/supervisory committee does not issue the notice of the shareholders’ general meeting within the required period, it will be deemed as having failed to convene and preside over the shareholders’ general meeting, and shareholders individually or jointly holding ten percent (10%) or more of the issued voting shares of the Company for ninety (90) consecutive days or more (the “Convening Shareholder”) have the right to convene and preside over the meeting on their own.

101 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(6) In the event where shareholders convene a shareholders’ general meeting on their own initiative, the Convening Shareholder must hold no lower than 10% of shares in the Company immediately before the resolution of such meeting is announced.	(6)—In the event where shareholders convene a shareholders’ general meeting on their own initiative, the Convening Shareholder must hold no lower than ten percent (10%) of the issued voting shares in the Company immediately before the resolution of such meeting is announced.
Article 96	If the supervisory committee or the Convening Shareholders decide to convene the shareholders’ general meeting on their own initiative, they shall notify the board of directors in writing and file with the Shanghai Stock Exchange. The supervisory committee or the Convening Shareholders shall provide the relevant evidencing materials to the Shanghai Stock Exchange when issuing the notice convening the shareholders’ general meeting and making announcement of resolutions resolved at the shareholders’ general meeting.	If the supervisory committee audit committee or the Convening Shareholders decide to convene the shareholders’ general meeting on their own initiative, they shall notify the board of directors in writing and file with the Shanghai Stock Exchange. The supervisory committee audit committee or the Convening Shareholders shall provide the relevant evidencing materials to the Shanghai Stock Exchange when issuing the notice convening the shareholders’ general meeting and making announcement of resolutions resolved at the shareholders’ general meeting.

102 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	With regard to the shareholders’ general meeting convened by the supervisory committee or Convening Shareholders on their own initiative, the board of directors and the secretary to the board of directors will provide assistance. The board of directors shall provide the register of shareholders as at the record date for the registration of shareholding. If the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing institution to obtain the same on the strength of the relevant announcement notifying the convening of the shareholders’ general meeting. The register of shareholders obtained by the convener may not be used for any purpose other than to hold the shareholders’ general meeting.	With regard to the shareholders’ general meeting convened by the supervisory committee audit committee or Convening Shareholders on their own initiative, the board of directors and the secretary to the board of directors will provide assistance. The board of directors shall provide the register of shareholders as at the record date for the registration of shareholding. If the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing institution to obtain the same on the strength of the relevant announcement notifying the convening of the shareholders’ general meeting. The register of shareholders obtained by the convener may not be used for any purpose other than to hold the shareholders’ general meeting.
	All reasonable expenses incurred by the supervisory committee or the Convening Shareholders in convening the shareholders’ general meeting on their own initiative shall be borne by the Company and shall be deducted from the sums owed by the Company to the defaulting directors.	All reasonable expenses necessary for incurred by the supervisory committee audit committee or the Convening Shareholders in convening the to convene a shareholders’ general meeting on their own initiative shall be borne by the Company and shall be deducted from the sums owed by the Company to the defaulting directors.

103 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 97	The shareholders’ general meetings shall be convened by the board of directors and be presided over and chaired by the Chairperson of the board of directors; if the Chairperson of the board of directors is unable to or fails to perform such duty, the meeting shall be presided over and chaired by the director who has been designated by the Chairperson to exercise such powers on his/her behalf. If the Chairperson fails to perform his/her power and to designate other directors to exercise such powers on his/her behalf for any reason, a director can be jointly elected by half or more of the directors to preside over and chair the meeting. If for any reason the directors are unable to elect the chairperson of the meeting, shareholders present shall choose one (1) person to act as the chairperson of the meeting. If for any reason the shareholders fail to elect a chairperson, then the shareholder (including a proxy) holding the largest number of shares carrying the right to vote thereat shall be the chairperson of the meeting.

The shareholders’ general meeting convened by the supervisory committee on its own initiative shall be presided over and chaired by the chairperson of the supervisory committee. If the chairperson of the supervisory committee is unable or fails to perform his/her duties, the shareholders’ general meeting shall be presided over and chaired by a supervisor jointly nominated by half or more of the supervisors. | The shareholders’ general meetings shall be convened by the board of directors and be presided over and chaired by the Chairperson of the board of directors; if the Chairperson of the board of directors is unable to or fails to perform such duty, the meeting shall be presided over and chaired by one (1) the director who has been designated by the Chairperson to exercise such powers on his/her behalf. If the Chairperson fails to perform his/her power and to designate other directors to exercise such powers on his/her behalf for any reason, one (1) a director can be jointly elected by more than half or more of the directors to preside over and chair the meeting. If for any reason the directors are unable to elect the chairperson of the meeting, shareholders present shall choose one (1) person to act as the chairperson of the meeting. If for any reason the shareholders fail to elect a chairperson, then the shareholder (including a proxy) holding the largest number of shares carrying the right to vote thereat shall be the chairperson of the meeting.

The shareholders’ general meeting convened by the audit committee supervisory committee on its own initiative shall be presided over and chaired by the convener chairperson of the audit committee supervisory committee. If the convener chairperson of the audit committee supervisory committee is unable or fails to perform his/her duties, the shareholders’ general meeting shall be presided over and chaired by one (1) a supervisor member of the audit committee jointly nominated by more than half or more of the members of the audit committee supervisors. |

104 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	The shareholders’ general meeting convened by shareholders on their own initiatives shall be presided over and chaired by the representative nominated by the Convening Shareholder. If the chairperson of the shareholders’ general meeting breaches the rules of procedures, which renders shareholders’ general meeting unable to proceed, a person may be nominated at the shareholders’ general meeting to act as the chairperson and preside over the meeting subject to the consent of more than half of the shareholders with voting rights present at the shareholders’ general meeting, and continues the meeting.	The shareholders’ general meeting convened by shareholders on their own initiatives shall be presided over and chaired by the representative nominated by the Convening Shareholder or the representative he/she nominates. If the chairperson of the shareholders’ general meeting breaches the rules of procedures, which renders shareholders’ general meeting unable to proceed, one (1)a person may be nominated at the shareholders’ general meeting to act as the chairperson and preside over the meeting subject to the consent of more than half of the shareholders with voting rights present at the shareholders’ general meeting, and continues the meeting.
	When the shareholders’ general meeting is held, all the Company’s directors, supervisors and the secretary to the board of directors shall attend the meeting, and manager(s) and other senior management personnel shall attend the meeting as non-voting delegates.	When the shareholders’ general meeting requires directors and senior management personnel to attend the meeting, the directors and senior management personnel shall attend and address shareholders’ inquiries held, all the Company’s directors, supervisors and the secretary to the board of directors shall attend the meeting, and manager(s) and other senior management personnel shall attend the meeting as non-voting delegates.

105 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 98	The closing time of the shareholders’ general meeting shall not be earlier than that of such shareholders’ general meeting held via the Internet or other methods, and the chairperson of the meeting shall announce the details of votes and relevant results for each proposal and announce whether the proposal has been passed according to the voting results.
Prior to the official announcement of the voting results, the companies, vote counting officers, scrutineers, substantial shareholders, network service providers and other parties involved in the shareholders’ general meeting site, the Internet and other voting methods shall have the obligation to keep the voting confidential.	The closing time of the shareholders’ general meeting shall not be earlier than that of such shareholders’ general meeting held via the Internet or other methods, and the chairperson of the meeting shall announce the details of votes and relevant results for each proposal and announce whether the proposal has been passed according to the voting results.
Prior to the official announcement of the voting results, the companies, vote counting officers, scrutineers, substantial shareholders, network service providers and other parties involved in the shareholders’ general meeting site, the Internet and other voting methods shall have the obligation to keep the voting confidential.
Article 99	If the chairperson of the meeting has any doubt as to the result of a resolution which has been put to vote at a shareholders’ meeting, he may have the votes counted. If the chairperson of the meeting has not counted the votes, any shareholder who is present in person or by proxy and who objects to the result announced by the chairperson of the meeting may, immediately after the declaration of the result, demand that the votes be counted and the chairperson of the meeting shall count the votes immediately.	If the chairperson of the meeting has any doubt as to the result of a resolution which has been put to vote at a shareholders’ meeting, he may have the votes counted. If the chairperson of the meeting has not counted the votes, any shareholder who is present in person or by proxy and who objects to the result announced by the chairperson of the meeting may, immediately after the declaration of the voting result, demand that the votes be counted and the chairperson of the meeting shall conduct such a countcount the votes immediately.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	Minutes of shareholders’ general meetings, shareholders’ attendance lists and proxy forms shall be kept at the Company’s domicile.	Article deleted.
Article 100	Minutes of shareholders’ general meetings shall be prepared by the secretary to the board of directors. The minutes shall contain the following items:	Minutes of shareholders’ general meetings shall be prepared by the secretary to the board of directors. The minutes shall contain the following items:
	(1) the number of shareholders and their proxies attending the shareholders’ general meeting, their total number of voting shares and the percentage of the total number of shares of the Company they represent;	(1) the number of shareholders and their proxies attending the shareholders’ general meeting, their total number of voting shares and the percentage of the total number of shares of the Company they represent;
	(2) the venue, date, time, agenda of the meeting, and the name of the convener of the meeting;	(2) the venue, date, time, agenda of the meeting, and the name of the convener of the meeting;
	(3) the name of the chairperson of the shareholders’ general meeting, and the names of directors, supervisors, managers and other senior management personnel present at the meeting;	(3) the name of the chairperson of the shareholders’ general meeting, and the names of directors; supervisors, managers and other senior management personnel present at the meeting;
	(4) in respect of a resolution of a proposal submitted by a shareholder, the name and shareholding of such shareholder and contents of such proposal;	(4) in respect of a resolution of a proposal submitted by a shareholder, the name and shareholding of such shareholder and contents of such proposal;

– 107 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(5) the discussions of each proposal, key points and the voting results; (6) details of the queries or recommendations from the shareholders and the corresponding responses or explanations; (7) the names of lawyers, vote counting officers and scrutineers; (8) other matters which shall be recorded in the minutes of the meeting in accordance with the Articles of Association.	(5) the discussions of each proposal, key points and the voting results; (6) details of the queries or recommendations from the shareholders and the corresponding responses or explanations; (7) the names of lawyers, vote counting officers and scrutineers; (8) other matters which shall be recorded in the minutes of the meeting in accordance with the Articles of Association.
Article 101	The minutes of the meeting shall be signed by directors, supervisors, secretary to the board of directors, convener or its representatives and the chairperson of the meeting attending the meeting who shall ensure that the minutes of the meeting are true, accurate and complete. The minutes together with the valid materials including the signature book of shareholders attending the meeting, the instrument of proxy and the voting via Internet and other methods shall be filed with the Company and shall be kept by the secretary to the board of directors in accordance with the filling management system of the Company. The minutes of the meeting shall be kept for at least ten (10) years from the date of the meeting.	The minutes of the meeting shall be signed by directors, supervisors, secretary to the board of directors, convener or its representatives and the chairperson of the meeting attending or present at the meeting who shall ensure that the minutes of the meeting are true, accurate and complete. The minutes together with the valid materials including the signature book of shareholders attending the meeting, the instrument of proxy and the voting via Internet and other methods shall be filed with the Company and shall be kept by the secretary to the board of directors in accordance with the filling management system of the Company. The minutes of the meeting shall be kept for at least ten (10) years from the date of the meeting.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 102	The convener shall ensure that the shareholders’ general meeting continues until the final resolution has been made. If a shareholders’ general meeting is suspended or if it is unable to reach a resolution due to force majeure or other such special reasons, necessary measures shall be taken to resume the shareholders’ general meeting as soon as possible or the shareholders’ general meeting shall be directly adjourned and the same shall be announced in a timely manner. Meanwhile, the convener shall report the same to the branch office of the securities regulatory authorities of the State Council where the Company is domiciled and the stock exchanges.	The convener shall ensure that the shareholders’ general meeting continues until the final resolution has been made. If a shareholders’ general meeting is suspended or if it is unable to reach a resolution due to force majeure or other such special reasons, necessary measures shall be taken to resume the shareholders’ general meeting as soon as possible or the shareholders’ general meeting shall be directly adjourned and the same shall be announced in a timely manner. Meanwhile, the convener shall report the same to the branch office of the securities regulatory authorities of the State Council where the Company is domiciled and the Shanghai Stock Exchangestock exchanges.
Article 103	The resolutions of the shareholders’ general meeting shall be announced promptly. Such announcement shall specify the number of shareholders and proxies present at the meeting, the total number of voting shares held by them, the percentage of such voting shares in relation to all the voting shares of the Company, the total number of shares required by the Securities Regulatory Authorities in the place where the Company’s shares are listed to abstain from voting in favor and/or abstain from voting (if any), whether shareholders required to abstain from voting have in fact abstained, the voting methods, the voting result of each proposal, details of each resolution passed and the identities of scrutineers for vote-counting. If the proposal is not passed, or the resolution of the previous shareholders’ general meeting is changed at this shareholders’ general meeting, a special notice shall be made in the announcement of the resolution of the shareholders’ general meeting.	The resolutions of the shareholders’ general-meeting shall be announced promptly. Such announcement shall specify the number of shareholders and proxies present at the meeting, the total number of voting shares held by them, the percentage of such voting shares in relation to all the voting shares of the Company, the total number of shares required by the Securities Regulatory Authorities in the places where the Company’s shares are listed to abstain from voting in favor and/or abstain from voting (if any), whether shareholders required to abstain from voting have in fact abstained, the voting methods, the voting result of each proposal, details of each resolution passed and the identities of scrutineers for vote-counting. If the proposal is not passed, or the resolution of the previous shareholders’ general meeting is changed at this shareholders’ general meeting, a special notice shall be made in the announcement of the resolution of the shareholders’ general meeting.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 104	The Company shall engage lawyers to issue their legal opinions and make an announcement on the following issues during a shareholders’ general meeting: (I) whether the procedures relating to the convening and holding of such meeting comply with the laws, regulations and the Articles of Association; (II) the legality and validity of the qualifications of the attendees and the convener of the meeting; (III) the legality and validity of the voting procedures and voting results; (IV) legal opinions issued on other relevant matters as requested by the Company.	The Company shall engage lawyers to issue their legal opinions and make an announcement on the following issues during a shareholders’ general meeting: (1) whether the procedures relating to the convening and holding of such meeting comply with the laws, administrative regulations and the Articles of Association; (2) the legality and validity of the qualifications of the attendees and the convener of the meeting; (3) the legality and validity of the voting procedures and voting results; (4) legal opinions issued on other relevant matters as requested by the Company.
Article 105	If a resolution on the distribution of a cash dividend, bonus shares or the capitalisation of the capital common reserve has been passed at a shareholders’ general meeting, the Company will implement such resolution within two (2) months after the conclusion of shareholders’ general meeting.	If a resolution on the distribution of a cash dividend, bonus shares or the capitalisation of the capital common reserve has been passed at a shareholders’ general meeting, the Company will implement such resolution within two (2) months after the conclusion of shareholders’ general meeting.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 9: SPECIAL PROCEDURES FOR VOTING BY A CLASS OF SHAREHOLDERS	Chapter deleted.
/	Class shareholders are those shareholders who hold different classes of shares.
Class shareholders shall enjoy rights and assume obligations in accordance with laws, administrative regulations and the Company’s Articles of Association.	Article deleted.
/	Rights conferred on any class of shareholders may not be varied or abrogated save with the approval of a special resolution of shareholders in a general meeting and by holders of shares of that class at a separate meeting convened in accordance with Articles 106 to 110.
Where any changes in domestic and foreign laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the stock exchanges where the shares of the Company are listed, as well as decisions made under law by domestic and foreign regulatory authorities, lead to the change or abrogation of rights of class shareholders, no approval of class meeting would be required.	Article deleted.

111 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	The following circumstances shall be deemed to be variation or abrogation of the rights attaching to a particular class of shares:

(1) to increase or decrease the number of shares of that class, or to increase or decrease the number of shares of a class having voting or equity rights or privileges equal or superior to those of shares of that class;

(2) to exchange all or part of the shares of that class for shares of another class, or to exchange or to create a right to exchange all or part of the shares of another class for shares of that class;

(3) to remove or reduce rights to accrued dividends or rights to cumulative dividends attached to shares of that class;

(4) to reduce or remove preferential rights attached to shares of that class to receive dividends or to the distribution of assets in the event that the Company is liquidated;

(5) to add, remove or reduce conversion rights, election rights, voting rights, transfer or pre-emptive rights, or rights to acquire securities of the Company attached to shares of that class; | Article deleted. |

112 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(6) to remove or reduce rights to receive payment payable by the Company in particular currencies attached to shares of that class;
	(7) to create a new class of shares having voting or equity rights or other privileges equal or superior to those of the shares of that class;
	(8) to restrict the transfer or ownership of shares of that class or to increase the types of restrictions attaching thereto;
	(9) to allot and issue rights to subscribe for, or to convert the existing shares into, shares in the Company of that class or another class;
	(10) to increase the rights or privileges of shares of another class;
	(11) to restructure the Company in such a way so as to result in the disproportionate distribution of obligations between the various classes of shareholders;
	(12) to vary or abrogate the provisions of this Chapter.

113 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	Affected class shareholders, regardless of whether having the right to vote or not at shareholders' general meetings, have the right to vote at class meetings in respect of matters concerning sub-paragraphs (2) to (8), (11) and (12) of Article 105, but interested shareholder(s) shall not be entitled to vote at such class meetings.	Article deleted.
/	Resolutions of a class of shareholders shall be passed by votes representing two-thirds or more of the voting rights of shareholders of that class represented at the relevant meeting who, according to Article 106, are entitled to vote thereat.	Article deleted.
/	In the event that the Company convenes a class meeting, the notice period for despatching written notice of such class meeting shall be the same as the notice period convening a non-class meeting as scheduled together with such class meeting. The written notice containing the matters to be considered at the meeting, the date and the place of the meeting shall be given to that class of shareholders whose names appear on the shareholders' register.	Article deleted.

114 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	Notice of class meetings need only be served on shareholders entitled to vote thereat.

To the extent possible class meetings shall be conducted in a manner similar to shareholders’ general meetings. The provisions of the Company’s Articles of Association relating to the conduct of shareholders’ general meetings shall also apply to class meetings. | Article deleted. |
| / | Apart from the holders of other classes of shares, the holders of the A Shares and holders of Overseas-Listed Foreign-Invested Shares shall be deemed to be holders of different classes of shares.

The special procedures for approval by a class of shareholders shall not apply in the following circumstances:

(1) where the Company issues, upon the approval by special resolution of its shareholders in a general meeting once every twelve (12) months, either separately or concurrently, not more than 20% of each of its issued and outstanding A Shares and Overseas-Listed Foreign-Invested Shares that has been issued; or

(2) where the Company’s plan to issue A Shares and Overseas-Listed Foreign-Invested Shares at the time of its establishment is carried out within fifteen (15) months from the date of approval of the securities authority of the State Council. | Article deleted. |

– 115 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 10: BOARD OF DIRECTORS	CHAPTER 109: DIRECTORS AND BOARD OF DIRECTORS
Article 106	The Company shall have a board of directors; the board of directors shall be accountable to the shareholders' general meeting. The board of directors shall consist of twelve (12) directors. Among the members of the board of directors, external directors (referring to directors who do not hold any positions within the Company, the same below) should account for half or more of the board members, of which independent directors (representing directors who do not have any direct or indirect interest in the Company, substantial shareholders or de facto controllers, or any other relationships that may affect its independent and objective judgment and do not hold any positions within the Company) shall account for not less than one third of the board members. Independent directors shall include at least one accounting professional who meets the requirements of the securities regulatory rules of the place where the Company is listed.	The Company shall have a board of directors, the board of directors shall be accountable to the shareholders' general meeting. The board of directors which shall consist of twelve (12) directors. The directors need not hold shares in the Company. Among the members of the board of directors, external directors (referring to directors who do not hold any positions within the Company, the same below) should account for half or more of the board members, of which independent directors (representing directors who do not have any direct or indirect interest in the Company, substantial shareholders or de facto controllers, or any other relationships that may affect its independent and objective judgment and do not hold any positions within the Company) shall account for not less than one third of the board members. Independent directors shall include at least one (1) accounting professional who meets the requirements of the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed the securities regulatory rules of the place where the Company is listed. The members of the board of directors shall include one (1) employee director, who shall be democratically elected by the employees of the Company through employees' representative meeting or other means; the total number of executive directors and employee directors shall not exceed half of the total number of directors of the Company.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	The board of directors shall have one (1) Chairperson.

The board of directors shall have an audit committee, and where necessary, remuneration, nomination and other specialised committees may be established. Special committees (or “specialised committees”) shall be accountable to the board of directors, perform duties in accordance with the Articles of Association and the authorisation of the board of directors and submit proposals for the consideration and decision of the board of directors. All members of specialised committees shall be comprised of directors, among which independent directors shall account for more than half of the members and act as the convener in the audit, nomination and remuneration committees. Members of the audit committee shall be directors who do not serve as senior management of the Company, and the convener of the audit committee shall be a person specialised in accountancy. The board of directors shall be accountable to the formulation of working procedures of specialised committees to regulate their operations. | The board of directors shall have one (1) Chairperson, who shall be elected by the board of directors by more than half of the votes of all directors.

117 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 107	The board of directors shall formulate the rules of procedures of the board of directors, so as to ensure the board of directors implements the resolutions adopted at the shareholders’ general meeting, improves work efficiency and ensures scientific decision-making. The rules of procedures of the board of directors formulated by the board of directors shall be approved at the shareholders’ general meeting.	The board of directors shall formulate the rules of procedures of the board of directors, so as to ensure the board of directors implements the resolutions adopted at the shareholders’ general meeting, improves work efficiency and ensures scientific decision-making. The rules of procedures of the board of directors formulated by the board of directors shall be approved at the shareholders’ general meeting.
Article 108	Directors shall be elected or replaced at the shareholders’ general meeting for a term of three (3) years. At the expiry of a director’s term, the director may stand for re-election and reappointment for a further term. However, independent directors shall not serve for more than six (6) consecutive years. The term of a director shall be calculated from the date upon which the director assumes office to the expiry of the current board of directors. If the term of office of a director expires but re-election is not made responsively, the said director shall continue fulfilling the duties as director pursuant to laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Stock exchanges where the shares of the Company are listed and provisions of the Articles of Association until a newly elected director assumes office.	Employee directors shall be democratically elected or replaced by the employees’ representative meeting of the Company or other means, and other Directors directors shall be elected or replaced at the shareholders’ general meeting for a term of three (3) years. At the expiry of a director’s term, the director may stand for re-election and reappointment for a further term. However, independent directors shall not serve for more than six (6) consecutive years. The term of a director shall be calculated from the date upon which the director assumes office to the expiry of the current board of directors. If the term of office of a director expires but re-election is not made responsively, the said director shall continue fulfilling the duties as director pursuant to laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed the stock exchanges where the shares of the Company are listed and provisions of the Articles of Association until a newly elected director assumes office.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Directors may concurrently serve as managers or other senior management, but the total number of directors who concurrently serve as managers or other senior management and directors who are employee representatives shall not exceed half of the total number of directors of the Company.	Directors may concurrently serve as managers or other senior management, but the total number of directors who concurrently serve as managers or other senior management and directors who are employee representatives shall not exceed half of the total number of directors of the Company.

The Chairperson of the board of directors shall be elected by a majority of all directors, and the term of office of the Chairperson shall be three (3) years, and upon expiry of the term, the Chairperson may stand for re-election and reappointment for a further term. |
| Article 109 | The board of directors and the shareholders holding, individually or collectively, 3% or more of the issued shares of the Company may nominate director (other than independent director) candidates.

The board of directors, the supervisory committee and the shareholders holding, individually or collectively, 1% or more of the issued shares of the Company may propose independent director candidates, which is subject to the election and decision of the shareholders’ general meeting. | The method of, and procedure for, the nomination of directors are as follows:

(1) The list of candidates for directors shall be submitted to the shareholders’ meeting for voting by way of proposal, and shall be passed by an ordinary resolution.

The board of directors and the shareholders holding, individually or collectively, 3% or more of the issued shares of the Company may nominate director (other than independent director) candidates.

– 119 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
		Candidates for independent directors of the Company shall be nominated by the board of directors of the Company, or by shareholders holding, individually or collectively, one percent (1%) or more of the issued shares of the Company. However, nominators shall not nominate persons with whom they have an interest relationship or other close relationship that may affect such persons’ ability to independently perform their duties as candidates for independent directors. Investor protection agencies established in accordance with the law may publicly request shareholders to entrust them with the right to nominate independent directors.

The Company’s other director candidates shall be nominated by the Company’s board of directors, audit committee, and shareholders holding, individually or collectively, one percent (1%) or more of the issued shares of the Company. |

120 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	The minimum period during which written notice given to the Company of the intention to propose a person for election as a director, and during which written notice to the Company by such person of his/her willingness to be elected may be given, will be at least 7 days. Such period will commence no earlier than the day after the despatch of the notice of the meeting for the purpose of considering such election and shall end no later than 7 days prior to the date of such meeting.	(2) The written notice concerning the nomination of the director candidate and the intention of such candidate to accept the said nomination, shall be sent to the Company seven (7) days before the shareholders’ meeting is held. The minimum period during which written notice given to the Company of the intention to propose a person for election as a director, and during which written notice to the Company by such person of his/her willingness to be elected may be given, will be at least 7 days. Such period will commence no earlier than the day after the despatch of the notice of the meeting for the purpose of considering such election and shall end no later than 7 days prior to the date of such meeting.

(3) Director candidates shall, prior to the issue of the notice of the shareholders’ meeting, provide a written undertaking to accept the nomination, confirm that the information of the candidate to be publicly disclosed is true, accurate and complete, and undertake that they will duly perform their duties as directors upon election. |

121 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Nine (9) members of the first session of the board of directors shall be nominated by the promoters of the Company and elected at the Company’s inaugural meeting. The number of directors elected for each subsequent session of the board of directors shall not be less than that stipulated in Article 111 or more than the maximum determined at the shareholders’ general meeting by an ordinary resolution. Where the number of directors elected by voting exceeds the maximum number of directors proposed, directors shall be appointed according to the maximum number proposed and on the basis that those who get the highest votes shall be appointed.	(4) Nine (9) members of the first session of the board of directors shall be nominated by the promoters of the Company and elected at the Company’s inaugural meeting. The number of directors elected for each subsequent session of the board of directors shall not be less than that stipulated in Article 111-106 of the Articles of Association or more than the maximum determined at the shareholders’ general meeting by an ordinary resolution. Where the number of directors elected by voting exceeds the maximum number of directors proposed, directors shall be appointed according to the maximum number proposed and on the basis that those who get the highest votes shall be appointed.

122 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 110	Subject to compliance with all relevant laws and administrative regulations, the shareholders’ general meeting may by ordinary resolution remove any director prior to the expiration of such director’s term of office. However, such director’s right to claim for damages pursuant to any contract due to his/her loss of office shall not be affected.	Subject to compliance with all relevant lawsx-and administrative regulations and the Articles of Association, the shareholders’ general meeting may by ordinary resolution remove any director prior to the expiration of such director’s term of office and such removal shall take effect on the date of passing the resolution. However, such director’s right to claim for damages pursuant to any contract entered into with the Company due to his/her loss of office shall not be affected. A director may claim compensation from the Company if he or she is removed from office before the expiration of the term without a legitimate reason.
Article 111	The Chairperson shall be elected and removed by more than half of all of the members of the board of directors. The term of office of each of the Chairperson is three (3) years. The Chairperson may stand for re-election and may be elected for a further term.	The Chairperson of the board of directors shall be elected and removed by more than half of all of the members of the board of directors. The term of office of each of the Chairperson is three (3) years. The Chairperson may stand for re-election and may be elected for a further term.

123 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	The external directors shall have sufficient time and necessary knowledge and ability to perform their duties. When an external director performs his/her duties, the Company must provide necessary information and independent directors may directly report to the shareholders’ meeting, the securities regulatory authority under the State Council and other relevant departments.

The executive directors shall handle matters as authorised by the board of directors.

The directors shall not be required to hold shares in the Company. | The external directors shall have sufficient time and necessary knowledge and ability to perform their duties. When an external director performs his/her duties, the Company must provide necessary information and independent directors may directly report to the shareholders’ meeting, the securities regulatory authority under the State Council and other relevant departments.

The executive directors shall handle matters as authorised by the board of directors.

The directors shall not be required to hold shares in the Company. |
| Article 112 | The directors may, before the expiration of the term of office, tender their resignations; they shall submit their resignation report in writing to the board of directors. The board of directors will disclose the relevant situation within two (2) trading days. | The directors may, resign before the expiration of the term of office, tender their resignations; The resigning director shall submit a written resignation report to the Company. The resignation shall take effect on the date the Company receives the resignation report, and the Company shall disclose the relevant situation within two (2) trading days. they shall submit their resignation report in writing to the board of directors. The board of directors will disclose the relevant situation within two (2) trading days. |

124 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	If the membership of the board of directors falls lower than the quorum as a result of the resignation of a director, the original director shall, before the re-elected director takes his/her office, perform the duties as director in accordance with laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed and provisions of the Articles of Association. Except for the situation that the membership of the board of directors falls lower than the quorum as a result of the resignation of a director set out in this Article, the resignation of the director shall take effect once the resignation report is served to the board of directors unless a later resignation effective date is specified in the resignation report.	If the resignation of a director leads to the following circumstances, the original director shall continue to perform the duties of a director in accordance with laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed and the Articles of Association, until the newly elected director takes office: membership of the board of directors falls lower than the quorum as a result of the resignation of a director, the original director shall, before the re-elected director takes his/her office, perform the duties as director in accordance with laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed and provisions of the Articles of Association. Except for the situation that the membership of the board of directors falls lower than the quorum as a result of the resignation of a director set out in this Article, the resignation of the director shall take effect once the resignation report is served to the board of directors unless a later resignation effective date is specified in the resignation report.

125 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
		(1) where the term of office of a director has expired and no re-election has been carried out in a timely manner, or where a director resigns during his/her term of office, resulting in the number of members of the board of directors falling below the minimum number required by law;
(2) the resignation of an audit committee member results in the number of audit committee members falling below the minimum number required by law or a lack of accounting professionals.
(3) the proportion of independent directors on the Company’s board of directors or its special committees does not comply with laws and administrative regulations or the provisions of the Articles of Association, or there is a lack of accounting professionals among the independent directors, due to the resignation of an independent director.

126 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 113	If a director attends less than two-thirds of the number of board meetings in person within a year, the supervisory committee shall review his/her performance of duties, resolve and make an announcement on whether he/she has fulfilled his/her duties with diligence. If any director fails to attend the meetings of the board of directors in person or by proxy for two (2) consecutive times, the said director shall be deemed incapable of performing his/her duties, and the board of directors shall suggest that the shareholders’ general meeting remove the said director. Attendance in person includes attending physical meetings or attending meetings by telecommunication means.

If the board of directors appoints a new director to fill a vacancy on the board, such person, who is appointed by the board of directors to fill the casual vacancy or increase the number of board members, shall hold office only until the first annual general meeting after his or her appointment and shall be eligible for re-election at that time, provided that it does not violate the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the Securities Regulatory Authorities stock exchange in the places where the Company’s shares are listed. | If a director attends less than two-thirds of the number of board meetings in person within a year, the supervisory committee shall review his/her performance of duties, resolve and make an announcement on whether he/she has fulfilled his/her duties with diligence. If any director fails to attend the meetings of the board of directors in person or by proxy for two (2) consecutive times, the said director shall be deemed incapable of performing his/her duties, and the board of directors shall suggest that the shareholders’ general meeting remove the said director. Attendance in person includes attending physical meetings or attending meetings by telecommunication means.

If any director fails to attend the meetings of the board of directors in person for two (2) consecutive times, or if the number of meetings not attended in person exceeds half of the total number of board meetings during any consecutive twelve (12) months of his/her term of office, the director shall provide a written explanation and make a public disclosure. |
| Article 114 | | If the board of directors appoints a new director to fill a vacancy on the board, such person, who is appointed by the board of directors to fill the casual vacancy or increase the number of board members, shall hold office only until the first annual general meeting after his or her appointment and shall be eligible for re-election at that time, provided that it does not violate the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the Securities Regulatory Authorities stock exchange in the places where the Company’s shares are listed. |

127 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 115	The board of directors is accountable to the shareholders in general meeting and exercises the following functions and powers: (1) to be responsible for the convening of the shareholders' general meetings and to report on its work to the shareholders in general meeting; (2) to implement the resolutions passed by the shareholders in general meeting; (3) to determine the Company's business plans and investment proposals; (4) to formulate the Company's annual financial budgets and final accounts; (5) to formulate the Company's profit distribution proposal and loss recovery proposal; (6) to formulate the Company's debt and financial policies, proposals for the increase or reduction of the Company's registered capital, for the issuance of the Company's debentures or other securities, and for public offering;	The board of directors is accountable to the shareholders in general shareholders' meeting and exercises the following functions and powers: (1) to be responsible for the convening of the shareholders' general meetings and to report on its work to the shareholders in shareholders' general meeting; (2) to implement the resolutions passed by the shareholders in shareholders' general meeting; (3) to determine the Company's business plans, and investment proposals and annual financial budgets; (4) to formulate the Company's annual financial budgets and final accounts; (5) to formulate the Company's profit distribution proposal and loss recovery proposal; (6) to formulate the Company's debt and financial policies, proposals for the increase or reduction of the Company's registered capital, for the issuance of the Company's debentures or other securities, and for public offering;

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(7) to draw up the Company’s material acquisition and disposal proposals, purchase of the Company’s shares and plans for the merger, division or dissolution of the Company or change of corporate form;	(7) to draw up the Company’s material acquisition and disposal proposals, purchase of the Company’s shares and plans for the merger, division or dissolution of the Company or change of corporate form;
	(8) to determine the matters such as the external investments, acquisitions and disposals of assets, pledge of assets, external guarantees, entrusted financial management product, related-party transactions and external donation;	(8) to determine the matters such as the external investments, acquisitions and disposals of assets, pledge of assets, external guarantees, entrusted financial management product, related-party transactions and external donation within the scope of authorisation by the shareholders’ meeting;
	(9) to decide on the Company’s internal management structure;	(9) to decide on the Company’s internal management structure;
	(10) to decide on the appointment or removal of the Company’s general manager and to decide on the appointment or removal of the deputy general managers, and financial deputy general manager and other senior management personnel of the Company based on the recommendations of the general manager; to decide on the appointment or removal of the secretary of the board of directors, and to decide on the remuneration and the awards and penalties of persons above;	(10) to decide on the appointment or removal of the Company’s general manager president and to decide on the appointment or removal of the executive vice presidents deputy general managers, and chief financial officer deputy general manager and other senior management personnel of the Company based on the recommendations of the president general manager; to decide on the appointment or removal of the secretary of the board of directors, and to decide on the remuneration and the awards and penalties of persons above;

– 129 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(11) to formulate proposals for amendment of the Company’s Articles of Association;	(11) to formulate proposals for amendment of the Company’s Articles of Association;
	(12) to formulate the basic management structure of the Company;	(12) to formulate the basic management structure of the Company;
	(13) to manage information disclosures of the Company;	(13) to manage information disclosures of the Company;
	(14) to propose at the shareholders’ general meetings for appointment or replacement of an accountancy firm to conduct an audit for the Company;	(14) to propose at the shareholders’ general meetings for appointment or replacement of an accountancy firm to conduct an audit for the Company;
	(15) listening to the work report of the general manager of the Company and examining the work thereof;	(15) listening to the work report of the president general manager of the Company and examining the work thereof;
	(16) except matters that the Company Law and these Articles of Association require to be resolved by the shareholders in general meeting, to decide on other material and administrative matters of the Company and to execute other material agreements;	(16) except matters that the Company Law and these Articles of Association require to be resolved by the shareholders in general shareholders’ meeting, to decide on other material and administrative matters of the Company and to execute other material agreements;

130 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(17) to perform any other functions or exercise any other powers conferred by the shareholders in general meeting or these Articles of Association.	(17) to perform any other functions or exercise any other powers conferred by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed, the Articles of Association or as authorised by the shareholders’ meeting the shareholders in general meeting or these Articles of Association.

Matters beyond the scope of authorisation by the shareholders’ meeting shall be submitted to the shareholders’ meeting for consideration. |
| Article 116 | Prior to making decisions on material issues of the Company, the board of directors shall seek advice from the Party organisations. When the board of directors appoints senior management personnel of the Company, the Party organisations shall consider and provide comments on the candidates for management positions nominated by the board of directors or the general manager, or recommend candidates to the board of directors and/or the general manager. | Prior to making decisions on material issues of the Company, the board of directors shall seek advice from the Party organisations. When the board of directors appoints senior management personnel of the Company, the Party organisations shall consider and provide comments on the candidates for management positions nominated by the board of directors or the president general manager, or recommend candidates to the board of directors and/or the president general manager. |

131 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 117	The board of directors of the Company shall make explanations to the shareholders’ general meeting in relation to the non-standard audit opinions expressed by the certified public accountants in the financial reports of the Company.	The board of directors of the Company shall make explanations to the shareholders’ general meeting in relation to the non-standard audit opinions expressed by the certified public accountants in the financial reports of the Company.
Article 118	Any related-party transactions between the Company and its related parties that are required to be submitted to the board of directors for its deliberation in accordance with laws, administrative regulations, relevant regulatory documents, the rules of the stock exchange where the Company’s shares are listed, the Articles of Association and other corporate governance documents, shall be approved by the board of directors.	Any related-party transactions between the Company and its related parties that are required to be submitted to the board of directors for its deliberation in accordance with laws, administrative regulations, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed the stock exchange where the Company’s shares are listed, the Articles of Association and other corporate governance documents, shall be approved by the board of directors. The Company’s material related-party transactions shall be disclosed in accordance with relevant laws, administrative regulations and relevant requirements of the Securities Regulatory Authorities in the places where the Company’s shares are listed.

132 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	The director, affiliated with companies involved in matters resolved by the Board meeting, shall not exercise his/her own voting rights on such resolutions, or represent other directors to do so. A meeting of the board of directors may be held with the presence of more than half of all the non-related directors. A resolution adopted at such a meeting shall be passed by more than half of all the non-related directors. If the number of non-related directors present is less than three (3), the matter shall be submitted to the shareholders' general meeting for deliberation. The Company's material related-party transactions shall be disclosed in accordance with relevant laws, regulations and relevant requirements of the Securities Regulatory Authorities in the place where the Company's shares are listed.	The director, affiliated with companies involved in matters resolved by the Board meeting, shall promptly report it in writing to the board of directors. The affiliated director shall not exercise his/her own voting rights on such resolutions, or represent other directors to do so. A meeting of the board of directors may be held with the presence of more than half of all the non-related directors. A resolution adopted at such a meeting shall be passed by more than half of all the non-related directors. If the number of non-related directors present is less than three (3), the matter shall be submitted to the shareholders' general meeting for deliberation. The Company's material related-party transactions shall be disclosed in accordance with relevant laws, regulations and relevant requirements of the Securities Regulatory Authorities in the place where the Company's shares are listed.
Article 119	Before the board of directors makes a decision on market development, merger and acquisition, investment in new areas, etc., in relation to projects involving an investment amount or asset value of the acquisition or merger amounting to 10% or more of the total assets of the Company, an independent consulting agency shall be engaged to provide its professional opinions which shall form an important basis of the decisions of the board of directors.	Before the board of directors makes a decision on market development, merger and acquisition, investment in new areas, etc., in relation to projects involving an investment amount or asset value of the acquisition or merger amounting to ten percent (10%) or more of the total assets of the Company, an independent consulting agency shall be engaged to provide its professional opinions which shall form an important basis of the decisions of the board of directors.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 120	The Chairperson of the board of directors shall exercise the following powers: (1) to preside over shareholders’ general meetings, to convene and preside over meetings of the board of directors and to arrange the chairperson of the specialised committees under the board of directors (or the convener) to answer questions at the shareholders’ general meeting, and if the chairperson of the specialised committees under the board of directors (or the convener) is absent, other members of the specialised committee shall answer questions on his/her behalf; (2) to organise the implementation of the duties of the board of directors and to check on the implementation status of resolutions passed by the board of directors at its meetings; (3) to sign important documents of the board of directors and other documents signed by the legal representative of the Company; (4) to exercise other powers conferred by the board of directors.	The Chairperson of the board of directors shall exercise the following powers: (1) to preside over shareholders’ general meetings, to convene and preside over meetings of the board of directors and to arrange the chairperson of the specialised committees under the board of directors (or the convener) to answer questions at the shareholders’ general meeting, and if the chairperson of the specialised committees under the board of directors (or the convener) is absent, other members of the specialised committee shall answer questions on his/her behalf; (2) to organise the implementation of the duties of the board of directors and to check on the implementation status of resolutions passed by the board of directors at its meetings; (3) to sign important documents of the board of directors and other documents signed by the legal representative of the Company; (4) to exercise other powers conferred by the board of directors.

– 134 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	When the Chairperson is unable to exercise his/her powers, such powers shall be exercised by the director who has been designated by the Chairperson to exercise such powers on his/her behalf. If the Chairperson fails to perform his/her power and to designate other directors to exercise such powers on his/her behalf for any reason, a director can be jointly elected by half or more of the directors to perform such powers on the Chairperson's behalf.	When the Chairperson is unable to exercise his/her powers, such powers shall be exercised by the one (1) director who has been designated by the Chairperson to exercise such powers on his/her behalf. If the Chairperson fails to perform his/her power and to designate other directors to exercise such powers on his/her behalf for any reason, one (1)a director can be jointly elected by more than half or more of the directors to perform such powers on the Chairperson's behalf.
Article 121	Meetings of the board of directors shall be held at least twice every year and shall be convened by the Chairperson of the board of directors. All of the directors and supervisors should be notified about the meeting ten (10) days beforehand. The Chairperson shall convene the extraordinary meeting of the board of directors within ten (10) days under the one of the following circumstances: (1) upon request by the shareholders representing 10% or more voting rights; (2) upon request by the Chairperson; (3) upon joint request by one-third or more of the directors;	Meetings of the board of directors shall be held at least twice two (2) times every year and shall be convened by the Chairperson of the board of directors. All of the directors and supervisors should be notified about the meeting ten (10) days beforehand. The Chairperson of the board of directors shall convene the extraordinary meeting of the board of directors within ten (10) days under the one of the following circumstances: (1) upon request by the shareholders representing 10% one-tenth or more voting rights; (2) upon request by the Chairperson of the board of directors; (3) upon joint request by one-third or more of the directors;

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(4) upon the deliberation at a special meeting of the independent directors and approval of more than half of all the independent directors;	(4) upon the deliberation at a special meeting of the independent directors and approval of more than half of all the independent directors;
	(5) upon request by the supervisor committee;	(5) upon request by the supervisor audit committee;
	(6) upon request by the general manager of the Company;	(6) upon request by the president general manager of the Company;
	(7) when other circumstances are required by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed and provisions of the Articles of Association.	(7) when other circumstances are required by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed the stock exchanges where the shares of the Company are listed and provisions of the Articles of Association.
	When the board of directors convenes an extraordinary meeting of the board of directors, the board of directors shall announce the notice within five (5) days prior to the meeting. In urgent cases where there is a need to convene an extraordinary meeting of the board of directors as soon as possible, the notice convening the meeting may be given at any time, but the convener shall make an explanatory statement at the meeting.	When the board of directors convenes an extraordinary meeting of the board of directors, the board of directors shall announce the notice within five (5) days prior to the meeting. In urgent cases where there is a need to convene an extraordinary meeting of the board of directors as soon as possible, the notice convening the meeting may be given at any time, but the convener shall make an explanatory statement at the meeting.

– 136 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 123	Notice of meetings of the board of directors shall be delivered as follows:	Notice of meetings of the board of directors shall be delivered as follows:
	(1) The notice of the meeting shall be served to the directors by telex (including emails), by telegram, by fax, by express courier service or by registered mail or in person, unless otherwise provided for in Article 121.	(1) The notice of the meeting shall be served to the directors by telex (including emails), by telegram, by fax, by express courier service or by registered mail or in person, unless otherwise provided for in Article 121 122 of the Articles of Association.
	(2) Notice of meetings may be served in Chinese, with an English translation attached thereto when necessary, and in each case accompanied by a meeting agenda. A director may waive his/her right to receive notice of a board meeting.	(2) Notice of meetings may be served in Chinese, with an English translation attached thereto when necessary, and in each case accompanied by a meeting agenda. A director may waive his/her right to receive notice of a board meeting.
	(3) The notice of the meeting of the board of directors shall include the following contents:	(3) The notice of the meeting of the board of directors shall include the following contents:
	1. the date and venue of the meeting;	1. the date and venue of the meeting;
	2. the duration of the meeting;	2. the duration of the meeting;
	3. the issues and proposals;	3. the issues and proposals;
4. the date of issuing the notice.	4. the date of issuing the notice.

137 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 124	In strict compliance with the required procedures, all executive and external directors must be notified about the material matters that must be decided by the board of directors within the time limit stipulated in Article 121, and sufficient materials must be provided at the same time. Directors may request for supplementary information. If one-fourth or more of the total number of directors or two or more external directors (including independent directors) consider that the materials provided are not sufficient or the supporting arguments are not clear, they may jointly propose in writing to postpone the meeting or postpone the discussion of certain matters on the agenda of the meeting and the board of directors shall accept such proposal.
Notice of a meeting shall be deemed to have been given to any director who attends the meeting and does not protest against, before or at its commencement, any lack of notice.	In strict compliance with the required procedures, all executive and external directors must be notified about the material matters that must be decided by the board of directors within the time limit stipulated in Article 121 and Article 122 of the Articles of Association, and sufficient materials must be provided at the same time. Directors may request for supplementary information. If one-fourth or more of the total number of directors or two (2) or more external directors (including independent directors) consider that the materials provided are not sufficient or the supporting arguments are not clear, they may jointly propose in writing to postpone the meeting or postpone the discussion of certain matters on the agenda of the meeting and the board of directors shall accept such proposal.
Notice of a meeting shall be deemed to have been given to any director who attends the meeting and does not protest against, before or at its commencement, any lack of notice.

138 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 125	Unless otherwise provided in the Articles of Association, a board of directors meeting shall only be convened if more than half of the board of directors are present (including any directors appointed pursuant to Article 125 to attend the meeting as the representatives of other directors). Each director has one (1) vote. All resolutions require the affirmative votes of more than half of all the board of directors in order to be passed. In the case of equal number of votes for and against a resolution, the Chairperson of the board of directors is entitled to cast one (1) more vote.	Unless otherwise provided in the Articles of Association, a board of directors meeting shall only be convened if more than half of the board of directors are present (including any directors appointed pursuant to Article 125-126 to attend the meeting as the representatives of other directors). Each director has one (1) vote. All resolutions require the affirmative votes of more than half of all the board of directors in order to be passed. In the case of equal number of votes for and against a resolution, the Chairperson of the board of directors is entitled to cast one (1) more vote.
Article 126	Directors shall attend the meetings of the board of directors in person. Where a director is unable to attend a meeting for any reason, he may by a written power of attorney appoint another director to attend the meeting on his/her behalf (however, if an independent director is unable to attend the meeting in person, he/she shall authorise another independent director to attend the meeting on his/her behalf). The power of attorney shall set out the name of the proxy, entrusted matters, the scope of the authorisation and the effective period, and shall be signed or sealed by the appointing director.	Directors shall attend the meetings of the board of directors in person. Where a director is unable to attend a meeting for any reason, he may by a written power of attorney appoint another director to attend the meeting on his/her behalf (however, if an independent director is unable to attend the meeting in person, he/she shall authorise another independent director to attend the meeting on his/her behalf). The power of attorney shall set out the name of the proxy, entrusted matters, the scope of the authorisation and the effective period, and shall be signed or sealed by the appointing director. One (1) director shall not accept appointment by more than two (2) directors to attend one (1) meeting, and an independent director shall not appoint a non-independent director to attend the meeting on his/her behalf.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	A director appointed as the representative of another director to attend the meeting shall exercise the rights of a director within the scope of authority conferred by the appointing director. Where a director is unable to attend a meeting of the board of directors and has not appointed the representative to attend the meeting on his/her behalf, he shall be deemed to have waived his/her right to vote at the meeting.

Expenses incurred by a director for attending a meeting of the board of directors shall be paid by the Company. These expenses include the costs of transportation between the premises of the director and the venue of the meeting in different cities and accommodation expenses during the meeting. Rent of the meeting place, local transportation costs and other reasonable out-of-pocket expenses shall be paid by the Company. | A director appointed as the representative of another director to attend the meeting shall exercise the rights of a director within the scope of authority conferred by the appointing director. Where a director is unable to attend a meeting of the board of directors and has not appointed the representative to attend the meeting on his/her behalf, he shall be deemed to have waived his/her right to vote at the meeting.

140 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 129	Opinions of the independent directors shall be clearly stated in the resolutions of the board of directors and the minutes of the board meeting. Independent directors should sign the meeting minutes for confirmation. The minutes of each board meeting shall be provided to all the directors promptly. Directors who wish to amend or supplement the minutes shall submit the proposed amendments to the Chairperson in writing within one (1) week after receipt of the meeting minutes. After the minutes have been finalised, they shall be signed by the directors present at the meeting, the secretary of the board and by the person who recorded the minutes. The minutes of board meetings shall be kept at the registered address of the Company in the PRC and a complete copy of the minutes shall be promptly sent to each director. Minutes of the meetings of board of directors shall be kept by the secretary of the board of directors and filed with the Company for at least ten (10) years from the date of the meeting.	Opinions of the independent directors shall be clearly stated in the resolutions of the board of directors and the minutes of the board meeting. Independent directors should sign the meeting minutes for confirmation. The minutes of each board meeting shall be provided to all the directors promptly for directors to express their opinions: Directors who wish to amend or supplement the minutes shall submit the proposed amendments to the Chairperson in writing within one (1) week after receipt of the meeting minutes. After the minutes have been finalised, they shall be signed by the directors present at the meeting, the secretary of the board and by the person who recorded the minutes.

141 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 130		The minutes of board meetings shall be kept at the registered address of the Company in the PRC and a complete copy of the minutes shall be promptly sent to each director. Minutes of the meetings of board of directors shall be kept by the secretary of the board of directors and filed with the Company for at least ten (10) years from the date of the meeting.
Article 131	The directors shall be liable for the resolutions of the board of directors. If a resolution of the board of directors violates the laws, administrative regulations or the Company's Articles of Association and the Company suffers serious losses as a result, the directors who participated in the passing of such resolution are liable to compensate the Company therefore such losses. However, if it has been proven that a director expressly objected to the resolution when the resolution was voted on, and that such objection was recorded in the minutes of the meeting, such director may be released from such liability.	The directors shall be liable for the resolutions of the board of directors. If a resolution of the board of directors violates the laws, administrative regulations or, the Company's Articles of Association, or resolutions of the shareholders' meeting, and causing the Company suffers serious losses as a result to the Company, the directors who participated in the passing of such resolution are liable to compensate the Company therefore such losses. However, if it has been proven that a director expressly objected to the resolution when the resolution was voted on, and that such objection was recorded in the minutes of the meeting, such director may be released from such liability.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 133	Newly added article	Where a director, in discharging his/her duties with the Company, causes damage to others, the Company shall be liable for compensation; where the director acts intentionally or with gross negligence, he/she shall also be liable for compensation.
Where a director, in discharging his/her duties with the Company, causes damage to the Company in violation of relevant laws, administrative regulations, departmental rules or the Articles of Association, he/she shall be liable for compensation.
Article 134	Newly added article	Independent directors shall perform their duties diligently in accordance with laws, administrative regulations, the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed and the Articles of Association, and shall play a role in decision-making, supervision and checks and balances, and professional consultation in the board of directors, so as to safeguard the overall interests of the Company and protect the legitimate rights and interests of minority shareholders.

143 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 135	Newly added article	Independent directors must maintain independence. The following persons shall not be appointed as an independent director: (1) persons holding office in the Company or its affiliates and their spouses, parents, children or persons with major social relations; (2) natural person shareholders who directly or indirectly hold one percent (1%) or more of the Company's issued shares or who are among the Company's top ten shareholders, and their spouses, parents or children; (3) persons who hold positions in shareholders who directly or indirectly hold five percent (5%) or more of the Company's issued shares or any of the Company's top five (5) shareholders, and their spouses, parents or children; (4) persons who hold positions in the subsidiaries of the Company's controlling shareholder or de facto controller, and their spouses, parents or children;

– 144 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
		(5) persons who have material business dealings with the Company and its controlling shareholders, de facto controllers or their respective subsidiaries, or persons who hold positions in entities that have material business dealings with the Company and its controlling shareholders and de facto controllers;

(6) persons who provide financial, legal, consulting, sponsorship and other services to the Company and its controlling shareholders, de facto controllers or their respective subsidiaries, including but not limited to all project team members of intermediary agencies providing such services, reviewers at all levels, signatories on reports, partners, directors, senior management personnel and persons in charge;

(7) persons who have been in any of the circumstances listed in clauses (1) to (6) of this Article within the last twelve months;

(8) other persons who are not independent pursuant to laws, administrative regulations, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed and the Articles of Association. |

145 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
		The subsidiaries of the Company's controlling shareholders and de facto controllers in clauses (4) to (6) of the preceding paragraph do not include enterprises which are controlled by the same state-owned asset management organisation as the Company and which do not constitute an affiliation with the Company in accordance with the relevant regulations.

Independent directors shall conduct self-inspection on their independence annually and submit the self-inspection report to the board of directors. The board of directors shall annually assess the independence of the incumbent independent directors and issue a special opinion, which shall be disclosed simultaneously with the annual report. |
| Article 136 | Newly added article | A person acting as an independent director of the Company shall meet the following conditions:
(1) be qualified as a director of a listed company in accordance with laws, administrative regulations and other relevant regulations;
(2) in compliance with the independence requirements stipulated in the Articles of Association; |

– 146 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
		(3) having basic knowledge of the operation of listed companies and being familiar with relevant laws, administrative regulations and the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed; (4) having five years or more of work experience such as in law, accounting or economics, which is necessary for performing the duties of an independent director; (5) having good personal integrity without record of serious dishonesty or other adverse conduct; (6) other conditions stipulated by laws, administrative regulations, the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed and the Articles of Association.
Article 137	Newly added article	As a member of the board of directors, independent directors owe duties of loyalty and diligence to the Company and all shareholders, and shall prudently perform the following duties: (1) to participate in the decision-making of the board of directors and express clear opinions on matters discussed;

147 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
		(2) to supervise potential major conflicts of interest between the Company and its controlling shareholder, de facto controller, directors and senior management personnel, and protect the legitimate rights and interests of minority shareholders;

(3) to provide professional and objective advice on the Company’s operation and development to promote the improvement of the board of directors’ decision-making level;

(4) other duties stipulated by laws, administrative regulations, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed and the Articles of Association. |

– 148 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 138	Newly added article	Independent directors shall exercise the following special powers: (1) to independently appoint intermediaries to audit, consult or verify specific matters of the Company; (2) to propose to the board of directors to convene an extraordinary general meeting; (3) to propose convening a board meeting; (4) to publicly solicit rights from shareholders in accordance with the law; (5) to express independent opinions on matters that may harm the interests of the Company or minority shareholders; (6) other powers stipulated by laws, administrative regulations, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed, and the Articles of Association.

149 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
		The independent directors shall obtain the consent of over half of all the independent directors in exercising any of the powers listed in clauses (1) to (3) of the preceding paragraph.
If an independent director exercises the powers listed in paragraph one, the Company shall disclose it in a timely manner. If the above-mentioned powers cannot be exercised normally, the Company will disclose the specific circumstances and reasons.
Article 139	Newly added article	The following matters shall be submitted to the board of directors for deliberation after obtaining the approval of more than half of all the independent directors of the Company:
(1) related-party transactions that should be disclosed;
(2) proposals for the Company and the relevant parties to change or waive their undertakings;
(3) where the Company is being acquired, decisions to be made and measures to be taken by the board of directors of the Company in respect of the acquisition;
(4) other matters stipulated by laws, administrative regulations, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed and the Articles of Association.

150 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 140	Newly added article	The Company shall establish a special meeting mechanism composed entirely of independent directors. If the board of directors considers matters such as related-party transactions, they shall be approved in advance by a special meeting of the independent directors.

The Company shall convene special meetings of the independent directors on a regular or ad hoc basis. The matters listed in clauses (1) to (3) of paragraph one of Article 138 and in Article 139 of the Articles of Association shall be considered at a special meeting of the independent directors.

The special meeting of the independent directors may, as needed, research and discuss other matters of the Company.

The special meetings of the independent directors shall be convened and presided over by an independent director jointly elected by over half of the independent directors; in the event that the convener fails to or is unable to perform his/her duties, two (2) or more independent directors may convene and elect a representative to preside over the meeting on their own.

Minutes shall be made for special meetings of the independent directors in accordance with regulations, and the opinions of independent directors shall be recorded in the minutes. Independent directors shall sign to confirm the meeting minutes.

The Company provides convenience and support for the convening of special meetings of the independent directors. |

151 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 141	The board of directors shall have an audit committee, and where necessary, remuneration, nomination and other specialised committees may be established. Special committees (or “specialised committees”) shall be accountable to the board of directors, perform duties in accordance with the Articles of Association and the authorisation of the board of directors and submit proposals for the consideration and decision of the board of directors. All members of specialised committees shall be comprised of directors, among which independent directors shall account for more than half of the members and act as the convener in the audit, nomination and remuneration committees. Members of the audit committee shall be directors who do not serve as senior management of the Company, and the convener of the audit committee shall be a person specialised in accountancy. The board of directors shall be accountable to the formulation of working procedures of specialised committees to regulate their operations.	The board of directors shall have an audit committee, and where necessary, remuneration, and nomination committees, and other specialised special committees may be established where necessary (collectively referred to as “special committees”). Special committees (or “specialised committees”) shall be accountable to the board of directors, perform duties in accordance with the Articles of Association and the authorisation of the board of directors and submit proposals for the consideration and decision of the board of directors.

All members of specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised specialised |

152 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 142	Newly added article	The board of directors of the Company shall set up an audit committee to exercise the functions and powers of the supervisory committee as stipulated in the Company Law.
Article 143	Newly added article	Members of the audit committee shall consist of three (3) or more directors who are not senior management personnel of the Company, among whom independent directors shall constitute more than half of the members, and an accounting professional among the independent directors shall serve as the convener. Employee directors may become members of the audit committee.
The composition of the audit committee shall comply with the applicable requirements of the Listing Rules as amended from time to time.

153 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 144	Newly added article	The audit committee is responsible for reviewing the financial information of the Company and the disclosure thereof and supervising and assessing the internal and external auditing work and internal control. The following matters shall be submitted to the board of directors for consideration with the approval of more than half of the members of the audit committee: (1) disclosing financial accounting reports, financial information in periodical reports, and internal control evaluation reports; (2) appointing or dismissing the accounting firm providing audit services to the Company; (3) appointing or dismissing the person in charge of financial affairs of the Company; (4) modifying accounting policies or accounting estimates, or correcting material accounting errors due to reasons other than changes in accounting standards; (5) other matters stipulated by laws, administrative regulations, the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed, and the Articles of Association.

154 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 145	Newly added article	The audit committee shall convene at least one (1) meeting quarterly. An extraordinary meeting may be convened upon the proposal of two (2) or more members, or whenever the convener deems it necessary. The meeting of the audit committee shall not be held unless two-thirds or more of its members are present.

A resolution of the audit committee shall be passed by more than half of the members of the audit committee.

Each member of the audit committee shall have one vote in voting on resolutions of the audit committee.

The audit committee resolutions shall be recorded in the minutes of the meeting as required, and the members of the audit committee attending the meeting shall sign the minutes.

The working procedures of the audit committee shall be formulated by the board of directors. |

155 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 146	Newly added article	The nomination committee is responsible for formulating the selection criteria and procedures for directors and senior management personnel, selecting and reviewing candidates for directors and senior management personnel and their qualifications, and making recommendations to the board of directors on the following matters: (1) nominating or appointing or removing directors; (2) appointing or dismissing senior management personnel; (3) other matters stipulated by laws, administrative regulations, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed and the Articles of Association. If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, the opinions of the nomination committee and the specific reasons for not adopting them shall be recorded in the board resolutions and disclosed. The composition of the nomination committee shall comply with the applicable requirements of the Listing Rules as amended from time to time.

156 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 147	Newly added article	The remuneration committee is responsible for formulating appraisal standards for and conducting appraisals of directors and senior management personnel, formulating and reviewing remuneration policies and proposals such as the remuneration determination mechanism, decision-making process, arrangements for payments, suspension and clawback for directors and senior management personnel, and making recommendations to the board of directors in respect of the following matters: (1) remuneration of the directors and senior management personnel; (2) formulation of or amendment to equity incentive plans, employee stock ownership plans, rights granted to recipients of incentives and conditions of exercising rights; (3) arrangement of directors and senior management personnel in relation to stock ownership plans in the subsidiary to be spun-off;

157 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
		(4) other matters stipulated by laws, administrative regulations, the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed and the Articles of Association. If the board of directors fails to adopt the recommendations of the remuneration committee or does not fully adopt them, the opinions of the remuneration committee and the specific reasons for not adopting them shall be recorded in the board resolutions and disclosed. The composition of the remuneration committee shall comply with the applicable requirements of the Listing Rules as amended from time to time.
/	CHAPTER 11: SECRETARY OF THE BOARD OF DIRECTORS	CHAPTER 11-10: SECRETARY OF THE BOARD OF DIRECTORS
Article 148	The Company shall have one (1) secretary of the board of directors. The secretary shall be a senior management personnel of the Company. Where necessary, the board of directors may establish a secretarial office of the board of directors.	The Company shall have one (1) secretary of the board of directors. The secretary shall be a senior management personnel of the Company. Where necessary, the board of directors may establish a secretarial office of the board of directors.

158 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 149	The secretary of the Company’s board of directors shall be a natural person who has the requisite professional knowledge and experience, and shall be appointed by the board of directors.

The main tasks of the secretary of the board of directors include:

(1) to assist the directors in the day-to-day work of the board of directors, to continuously provide the directors with, to remind the directors of and to ensure that the directors understand the regulations, policies and requirements of the foreign and domestic regulatory authorities on the operation of the Company, to assist the directors and the general manager to effectively implement relevant foreign and domestic laws, regulations, the Company’s Articles of Association and other relevant regulations when carrying out their duties; | The secretary of the Company’s board of directors shall be a natural person who has the requisite professional knowledge and experience, and shall be appointed by the board of directors.

The secretary of the board of directors is responsible for matters including the preparation of shareholders’ meetings and board meetings of the Company, document safekeeping, management of the Company’s shareholder information, and handling information disclosure matters. The main tasks of the secretary of the board of directors include:

(1) to assist the directors in the day-to-day work of the board of directors, to continuously provide the directors with, to remind the directors of and to ensure that the directors understand the laws, administrative regulations, policies and requirements of the foreign and domestic regulatory authorities on the operation of the Company, to assist the directors and the president general manager to effectively implement relevant foreign and domestic laws, administrative regulations, the Company’s Articles of Association and other relevant regulations when carrying out their duties; |

159 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(2) to be responsible for the organisation and preparation of documents for board meetings and shareholders’ meetings, to take proper meeting minutes, to ensure that the resolutions passed at the meetings comply with statutory procedures and to be knowledgeable about the implementation of the resolutions of the board of directors;	(2) to be responsible for the organisation and preparation of documents for board meetings and shareholders’ meetings, to take proper meeting minutes, to ensure that the resolutions passed at the meetings comply with statutory procedures and to be knowledgeable about the implementation of the resolutions of the board of directors;
	(3) to be responsible for the organisation and coordination of information disclosure, to coordinate the relationship with investors and to increase transparency of the Company;	(3) to be responsible for the organisation and coordination of information disclosure, to coordinate the relationship with investors and to increase transparency of the Company;
	(4) to participate in the structuring of financing through the capital markets;	(4) to participate in the structuring of financing through the capital markets;
	(5) to deal with intermediaries, regulatory authorities and media, and to maintain good public relations;	(5) to deal with intermediaries, regulatory authorities and media, and to maintain good public relations;

– 160 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(6) other matters which the secretary of the board shall be responsible for as stipulated in the laws, administrative regulations, departmental rules, relevant regulatory documents and rules of securities regulatory authority in the place where the Company's shares are listed and the Articles of Association.	(6) other matters which the secretary of the board shall be responsible for as stipulated in the laws, administrative regulations, departmental rules, relevant regulatory documents and rules of the Securities Regulatory Authorities securities regulatory authority in the places where the Company's shares are listed and the Articles of Association.
Article 150	The secretary of the board of directors shall diligently exercise his duties in accordance with the relevant provisions of these Articles of Association. The secretary of the board of directors shall assist the Company in complying with the relevant PRC laws and the rules of the securities exchange on which the shares of the Company are listed.	The secretary of the board of directors shall diligently exercise his duties in accordance with the relevant provisions of these Articles of Association. The secretary of the board of directors shall assist the Company in complying with the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed and the Articles of Association, the relevant PRC laws and the rules of the securities exchange on which the shares of the Company are listed.

161 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 12: GENERAL MANAGER	CHAPTER 1211: THE GENERAL MANAGERPRESIDENT AND OTHER SENIOR MANAGEMENT PERSONNEL OF THE COMPANY
Article 151	The Company shall have a general manager who shall be appointed or dismissed by the board of directors. The term of office of a general manager shall be three (3) years and he may serve consecutive terms if re-elected. The Company shall have several deputy general managers, and financial deputy general manager who shall assist the general manager. The deputy general managers and financial deputy general manager shall be nominated by the general manager and appointed or dismissed by the board of the directors. Unless otherwise specified, in the Articles of Association, “general manager” refers to the president, “deputy general manager” refers to the vice executive president, and “deputy financial manager” refers to the chief financial officer. A member of the board of directors may act concurrently as the general manager or deputy general manager. Any person who holds administrative positions other than directors and supervisors in the Company’s corporate controlling shareholder shall not serve as senior management personnel of the Company, unless otherwise required by the governing authorities or Securities Regulatory Authorities. Senior management of the Company shall only receive their remuneration from the Company and not the controlling shareholder.	The Company shall have a one (1) president general manager who shall be appointed or dismissed upon decision by the board of directors. The term of office of a president general manager shall be three (3) years and he may serve consecutive terms if re-elected. The Company shall have several executive vice presidents deputy general managers, and a chief financial financial deputy general manager officer who shall assist the president general manager. The executive vice presidents deputy general managers and chief financial officer financial deputy general manager shall be nominated by the president general manager and appointed or dismissed upon decision by the board of the directors. Unless otherwise specified, in the Articles of Association, “general manager” refers to the president, “deputy general manager” refers to the vice executive president executive vice president, and “deputy financial manager” refers to the chief financial officer. A member of the board of directors may act concurrently as the president general manager or executive vice president deputy general manager.
		Any person who holds administrative positions other than directors and supervisors or audit committee members (as the case may be) in the Company’s corporate controlling shareholder shall not serve as senior management personnel of the Company, unless otherwise required by the governing authorities or Securities Regulatory Authorities the Securities Regulatory Authorities in the places where the Company’s shares are listed. Senior management of the Company shall only receive their remuneration from the Company and not the controlling shareholder.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 153	The general managers shall formulate the working rules for general managers which shall be implemented upon the approval of the board of directors.	The president general managers shall formulate the working rules for general managers which shall be implemented upon the approval of the board of directors.
	The working rules for general managers consist of the following contents:	The working rules for general managers consist of the following contents:
	(1) the conditions to convene, procedures for and participants of meetings of general managers;	(1) the conditions to convene, procedures for and participants of meetings of general managers;
	(2) specific duties and respective works for each of general managers, deputy general managers, financial deputy general manager and other senior management personnel;	(2) specific duties and respective works for each of the president general managers, executive vice presidents deputy general managers, chief financial officer financial deputy general manager and other senior management personnel;
	(3) the Company's funds, assets utilisation, the authority of entering into significant contracts, and the system for reporting to the board of directors and the supervisory committee;	(3) the Company's funds, assets utilisation, the authority of entering into significant contracts, and the system for reporting to the board of directors and the supervisory committee;
	(4) other matters considered necessary by the board of directors.	(4) other matters considered necessary by the board of directors.

– 163 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 154	The general manager shall be accountable to the board of directors and shall 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 of directors, and to report works to the board of directors;	The president general manager shall be accountable to the board of directors and shall 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 of directors, and to report works to the board of directors;
	(2) to organise the implementation of the Company's annual business plan and investment proposal;	(2) to organise the implementation of the Company's annual business plan and investment proposal;
	(3) to devise the establishment of the Company's internal management structure;	(3) to devise the establishment of the Company's internal management structure;
	(4) to devise the Company's basic management system;	(4) to devise the Company's basic management system;
	(5) to formulate basic rules and regulations of the Company;	(5) to formulate basic-specific rules and regulations of the Company;
	(6) to propose the appointment or dismissal of the deputy general managers and financial deputy general manager of the Company;	(6) to propose the appointment or dismissal of the executive vice presidents deputy general managers and chief financial officer financial deputy general manager of the Company;

164 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(7) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the board of directors; (8) other powers conferred by the Company's Articles of Association and the board of directors.	(7) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the board of directors; (8) other powers conferred by the Company's Articles of Association and or the board of directors. The president shall attend board meetings.
Article 156	In performing their duties and exercising their powers, the general manager, the deputy general managers and the financial deputy general manager shall not depart from the resolutions of the shareholders' general meetings or the board of directors, or exceed their respective authority.	In performing their duties and exercising their powers, the president general manager, the executive vice presidents deputy general managers and the chief financial officer financial deputy general manager shall not depart from the resolutions of the shareholders' general meetings or the board of directors, or exceed their respective authority.
Article 157	Newly added article	If any senior management personnel, in performing duties for the Company, causes damage to others, the Company shall be liable for compensation; if such senior management personnel acts with intent or gross negligence, he or she shall also be liable for compensation. If any senior management personnel, in performing duties for the Company, violates laws, administrative regulations, departmental rules or the provisions of the Articles of Association, thereby causing losses to the Company, he or she shall be liable for compensation.

– 165 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 158	In performing their duties and powers, the general manager, the deputy general managers and the financial deputy general manager shall act faithfully and diligently and in accordance with laws, administrative regulations and the Company's Articles of Association.	Senior management personnel of the Company shall faithfully perform his/her duties in the best interests of the Company and all shareholders.
Senior management personnel of the Company shall be liable for compensation in accordance with the law if he/she fails to faithfully perform his/her duties or breaches the duty of good faith and therefore causes damage to the interests of the Company and the public shareholders. In performing their duties and powers, the general manager, the deputy general managers and the financial deputy general manager shall act faithfully and diligently and in accordance with laws, administrative regulations and the Company's Articles of Association.
Article 159	The general manager, the deputy general managers, the financial deputy general manager and other senior management personnel who wish to resign shall give a three-month written notice to the board of directors. Department managers who wish to resign shall give a two-month written notice to the general manager. The specific procedures and manners of such resignation shall be provided under the employment contract between the aforementioned persons and the Company.	The president general manager, the executive vice president deputy general managers, the chief financial officer financial deputy general manager and other senior management personnel may tender their resignations who wish to resign before the expiration of their term of office, and shall give a three (3)-month written notice to the board of directors. Department managers who wish to resign shall give a two (2)-month written notice to the president general manager. The specific procedures and manners of such resignation shall be provided under the employment contract between the aforementioned persons and the Company.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 13: SUPERVISORY COMMITTEE	Chapter deleted
/	The Company shall have a supervisory committee. The supervisory committee is a permanent supervisory body of the Company responsible for supervising the board of directors and its members, the general manager, deputy general managers, financial deputy general manager and other senior management personnel of the Company to prevent them from abusing their powers and infringing the legitimate rights and interests of the shareholders, the Company and its employees.	Article deleted.
/	The supervisory committee shall formulate the rules of procedures of the supervisory committee to specify the rules of procedures and voting procedures, so as to ensure the working efficiency and ensure logical decision- making of the supervisory committee.	Article deleted.

167 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	The supervisory committee shall compose of five (5) supervisors including one external supervisor (hereinafter meaning supervisors who do not hold office in the Company).

The supervisory committee shall have one (1) chairperson. Each supervisor shall serve for a term of three (3) years, which is renewable upon re-election and re-appointment. Where no new appointment is made upon expiration of the term of office of a supervisor or a supervisor tenders his/her resignation during his/her term of office resulting in the number of members of the supervisory committee being lower than a quorum, the original supervisor shall, before the newly elected supervisors assume their posts, continue to perform his/her duties as a supervisor in accordance with laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed and the Articles of Association.

The election or removal of the chairperson of the supervisory committee shall be determined by the affirmative votes of more than half of the members of the supervisory committee.

The chairperson of the supervisory committee shall organise the implementation of the duties of the supervisory committee. | Article deleted. |

168 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	A supervisor may resign before the expiration of his/her term of office. The provisions on the resignation of directors in the Articles of Association also apply to supervisors.	Article deleted.
/	The supervisory committee shall comprise three (3) supervisors who represent the shareholders (hereinafter including those qualified as external supervisors) and two (2) supervisors who shall represent the employees. Supervisors who represent the shareholders shall be elected or removed by the shareholders in general meetings, and the supervisor who represents employees shall be elected or removed by the employees via an employees' representative meeting or employees' meeting or other forms of democratic election. The supervisory committee and the shareholders holding, individually or collectively, 3% or more of the issued shares of the Company may nominate candidates for supervisors representing shareholders. Where necessary, the supervisory committee may establish an office responsible for the day-to-day work of the supervisory committee.	Article deleted.
/	The directors, the general manager, the deputy general managers and the financial deputy general manager of the Company shall not act concurrently as supervisors.	Article deleted.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	Meetings of the supervisory committee shall be held at least once every six (6) months, and shall be convened and chaired by the chairperson of the supervisory committee. If the chairperson of the supervisory committee is unable or fails to perform his/her duties, meetings of the supervisory committee shall be presided over and chaired by a supervisor jointly nominated by half or more of the supervisors.

The notice of the supervisor committee’s meeting shall be served to all supervisors within ten (10) days prior to the convening of the meeting. The required period of notice may be waived upon unanimous consent of all the supervisors in writing. The notice of the supervisory committee meeting shall include the following contents:

(1) the date of the meeting;

(2) the venue and duration of the meeting;

(3) reasons and agendas;

(4) the date of issuing of the notice. | Article deleted. |

170 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	The notice of the supervisor committee’s meeting shall be served by telex (including emails), by telegram, by fax, by express courier service or by registered mail or in person. Supervisors may propose to hold an extraordinary meeting of the supervisory committee. Notice of such meeting shall be given to each supervisor five (5) days before the meeting is convened. In urgent cases where there is a need to convene an extraordinary meeting of the supervisory committee as soon as possible, the notice convening the meeting may be given at any time, but the convener shall make an explanatory statement at the meeting.
/	The supervisory committee shall be accountable to the shareholders in general meeting and shall exercise the following functions and powers in accordance with the law: (1) to review the Company’s financial position;	Article deleted.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(2) to supervise the performance of the directors, general manager and other senior management personnel of their duties and propose the removal of such directors and senior management personnel who act in contravention of any law, administrative regulation or the Company’s Articles of Association or the resolutions of the shareholders’ general meetings;
	(3) to require any director, general manager, deputy general manager or other senior management personnel who acts in a manner which violates relevant laws, administrative regulations and the provisions of the Company’s Articles of Association or is harmful to the Company’s interest to rectify such behaviour;
	(4) to check the financial information such as the financial report, business report and plans for distribution of profits to be submitted by the board of directors to the shareholders’ general meetings and to authorise, in the Company’s name, publicly certified accountants and practising auditors to assist in the re-examination of such information should any doubt arise in respect thereof;

172 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(5) to review the regular reports of the Company prepared by the board of directors and submit written comments thereon;
	(6) to propose to convene an extraordinary general meeting, convene and preside over shareholders’ general meeting when the board of directors fails to convene and preside over such meeting pursuant to the Company Law;
	(7) to submit proposals to the shareholders’ general meetings;
	(8) to represent the Company in negotiations with or in bringing actions against a director in accordance with the requirements of the Company Law;
	(9) to conduct investigation if any abnormal conditions are identified in the business operations of the Company, and may engage an accountancy firm, law firm and other professional institutions to assist in the investigation if necessary;

173 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(10) other functions and powers specified in the relevant laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the stock exchanges where the shares of the Company are listed and the Company’s Articles of Association.

The supervisory committee may provide its opinions on the appointment of accountancy firm by the Company, and may appoint another accountancy firm in the name of the Company when necessary to independently examine financial affairs of the Company, and may directly report relevant information to the securities supervisory and management authorities of the State Council and other relevant authorities.

External supervisors shall report independently to the shareholders’ meeting on whether the senior management personnel have performed their duties honestly and diligently.

Supervisors may attend meetings of the board of directors as observers, and propose questions or suggestions to the resolutions of the board of directors. | |

174 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	Supervisors are obliged to attend meetings of the supervisory committee in person. If any supervisor cannot attend a meeting of the supervisory committee for any reason, he/she may authorise in writing another supervisor to act on his/her behalf. The power of attorney shall specify the name of the proxy, the matters delegated, and limits of authority and term of authorisation, and shall bear the signature or seal of the appointer. The proxy supervisor attending the meeting shall exercise rights as granted by the principal. If a supervisor fails to attend a meeting of the supervisory committee in person or by proxy, the said supervisor shall be deemed as having waived his/her right to vote at the meeting.	Article deleted.
/	No meeting of the supervisory committee may be held unless more than half of the supervisors are present. Resolutions of the supervisory committee shall be passed by the affirmative vote of half or more of all of its members.	Article deleted.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	A meeting of the supervisory committee shall be convened by way of physical meeting in principle. In circumstances where opinions of supervisors are sufficiently conveyed, a meeting of the supervisory committee may, with the approval of the convener (moderator) and the proposer, adopt the forms of video conference or teleconference or deliberation in writing, and may also adopt the forms of physical meeting and other forms simultaneously if necessary.

Where the meeting is not held by way of physical meeting, the number of the supervisors who attend the meeting shall be counted according to supervisors present via video conference or supervisors proposing comments in the conference call or faxes or emails and other written certificate documents actually received within a prescribed time limit.

Where a meeting of the supervisory committee is held via video or telephone, it shall be ensured that supervisors at the meeting can hear others clearly and communicate with others in an ordinary manner. | Article deleted. |

176 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	The voting methods at a meeting of the supervisory committee are as follows: vote by poll in writing or vote by a show of hands (or voice vote). Each supervisor has one (1) voting right. The meeting held by way of physical meeting shall adopt the method of voting by poll in writing or voting by a show of hands (or voice vote). The meeting held via video or telephone may adopt the method of voting by a show of hands (or voice vote), but supervisors who attend the meeting shall record the vote in writing as soon as possible, and the supervisors’ voting by a show of hands (or voice vote) shall have the same effect with the vote in writing; however, if the certificate of the vote in writing (if any) is inconsistent with the voting opinion expressed by vote by a show of hands (or voice vote) during the meeting held via video or telephone, the voting opinion expressed during the meeting held via video or telephone shall prevail. A meeting held by way of written resolutions shall adopt the method of voting by poll in writing, and supervisors who vote shall fulfill relevant signing procedures within the valid period stated in the notice of the meeting.

177 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	The supervisory committee shall prepare minutes of the meetings of the supervisory committee and such minutes shall be signed by the supervisors and the recorder present at the meeting.
Supervisors are entitled to require explanatory records of their comments made at that meeting in the minutes. Minutes of the meetings of the supervisory committee shall be kept for at least ten (10) years from the date of the meeting.	Article deleted.
/	All reasonable fees incurred in respect of the employment of professionals (such as lawyers, certified public accountants and practising auditors) for the exercise of the supervisory committee’s functions and powers shall be borne by the Company.	Article deleted.
/	A supervisor shall fulfil duties of loyalty and diligence to the Company in accordance with laws, administrative regulations and the Company’s Articles of Association, and shall not abuse their powers by taking bribes or receiving other illegal income and misappropriate the assets of the Company.
Supervisors shall ensure that the information disclosed by the Company is true, accurate and complete and sign written confirmation of periodic reports.
Supervisors shall not use their affiliation to jeopardise the interests of the Company. Any supervisor who causes losses to the Company shall be liable for such losses.	Article deleted.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 14: THE QUALIFICATIONS AND DUTIES OF THE DIRECTORS, SUPERVISORS, GENERAL MANAGER AND OTHER SENIOR MANAGEMENT PERSONNEL OF THE COMPANY	CHAPTER 14-12: THE QUALIFICATIONS, DUTIES AND RESPONSIBILITIES DUTIES OF THE DIRECTORS, SUPERVISORS, GENERAL MANAGER AND OTHER SENIOR MANAGEMENT PERSONNEL OF THE COMPANY
Article 160	A person may not serve as a director, supervisor, general manager or any other senior management personnel of the Company if any of the following circumstances apply:	The directors of the Company are natural persons. A person may not serve as a director, supervisor, general manager or any other senior management personnel of the Company if any of the following circumstances apply:
	(1) a person who does not have or who has limited capacity for civil conduct;	(1) a person who does not have or who has limited capacity for civil conduct;
	(2) a person who has been sentenced for corruption, bribery, infringement of property rights or misappropriation of property or other crimes which disrupt the socialist market economic order, where less than a term of five (5) years has lapsed since the sentence was fully served, or a person who has been deprived of his/her political rights and less than a term of five (5) years has lapsed since the sentence was fully served;	(2) a person who has been sentenced for corruption, bribery, infringement of property rights or misappropriation of property or other crimes which disrupt the socialist market economic order, where less than a term of five (5) years has lapsed since the sentence was fully served, or a person who has been deprived of his/her political rights and less than a term of five (5) years has lapsed since the sentence was fully served, or, if given a suspended sentence, less than two (2) years have lapsed since the expiration of the probation period;

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(3) a person who is a former director, factory manager or general manager of a company or enterprise which has been dissolved or put into liquidation and who was made personally liable for such dissolution or liquidation, and where less than three (3) years have lapsed since the date of completion of the insolvent liquidation of the company or enterprise;	(3) a person who is a former director, factory manager or general manager of a company or enterprise which has been dissolved or put into liquidation and who was made personally liable for such dissolution or liquidation, and where less than three (3) years have lapsed since the date of completion of the insolvent liquidation of the company or enterprise;
	(4) a person who is a former legal representative of a company or enterprise the business licence of which was revoked or ordered to be closed due to violation of law and who are personally liable therefor, where less than three (3) years have elapsed since the date of the revocation of the business licence;	(4) a person who is a former legal representative of a company or enterprise the business licence of which was revoked or ordered to be closed due to violation of law and who are personally liable therefor, where less than three (3) years have elapsed since the date of the revocation of the business licence or order for closure;
	(5) a person who has a relatively large amount of debts which have become overdue;	(5) a person who has a relatively large amount of debts which have become overdue and has been listed as a dishonest judgement debtor by the People’s Court;
	(6) a person who is currently undergoing investigation by judicial organs for violation of criminal law;	(6) a person who is currently undergoing investigation by judicial organs for violation of criminal law;

180 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(7) a person who, according to laws and administrative regulations, cannot act as a leader of an enterprise;	(7) a person who, according to laws and administrative regulations, cannot act as a leader of an enterprise;
	(8) a person other than a natural person;	(8) a person other than a natural person;
	(9) a person who has been convicted by the competent authority for violation of relevant securities regulations and such conviction involves a finding that such person has acted fraudulently or dishonestly, and where less than five (5) years have lapsed from the date of such conviction;	(9) a person who has been convicted by the competent authority for violation of relevant securities regulations and such conviction involves a finding that such person has acted fraudulently or dishonestly, and where less than five (5) years have lapsed from the date of such conviction;
	(10) a person currently subject to restriction from entering into the securities market by the securities regulatory authority of the State Council and the period has not yet expired;	(106) a person currently subject to restriction from entering into the securities market by the securities regulatory authority of the State Council and the period has not yet expired;
	(11) a person who is publicly determined by the stock exchanges to be unfit to serve as a director, supervisor or senior management of a listed company and the period has not yet expired;	(117) a person who is publicly determined by the stock exchanges to be unfit to serve as a director, supervisor or senior management of a listed company and the period has not yet expired;
	(12) other contents required by the laws, administrative regulations, departmental rules, relevant regulatory documents, rules of the securities regulatory authority or the Articles of Association.	(128) other contents required by the laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the securities regulatory authority the Securities Regulatory Authorities in the places where the Company’s shares are listed or the Articles of Association.

181 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	If an election, appointment or engagement of a director, supervisor or senior management personnel takes place in contravention of this Article, such election, appointment or engagement shall be invalid. If a director, supervisor or senior management personnel falls into any of the circumstances provided in this Article during his/her term of office, the Company shall terminate his/her office.	If an election, appointment or engagement of a director, supervisor or senior management personnel takes place in contravention of this Article, such election, appointment or engagement shall be invalid. If a director, supervisor or senior management personnel falls into any of the circumstances provided in this Article during his/her term of office, the Company shall terminate his/her office and stop him/her from performing his/her duties.
Article 161	Directors shall comply with laws, administrative regulations and the Articles of Association and fulfill the following duties of loyalty to the Company: (1) directors shall not abuse their authority by receiving any bribe or other illegal income, and shall not embezzle any property of the Company; (2) directors shall not misappropriate the Company's funds;	Directors shall comply with laws, administrative regulations and the provisions of the Articles of Association and, fulfill the following duties of loyalty to the Company, take measures to avoid conflicts of interest between themselves and the Company, and shall not use their positions to seek improper benefits.: Directors shall fulfill the following duties of loyalty to the Company: (1) directors shall not abuse their authority by receiving any bribe or by receiving other illegal income; (2) directors and shall not embezzle any property of the Company or: (2) directors shall not misappropriate the Company's funds;

– 182 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(3) directors shall not deposit assets or funds of the Company into accounts held in their own names or in the name of any other individual;	(3) directors shall not deposit assets or funds of the Company into accounts held in their own names or in the name of any other individual;
	(4) directors shall not, in violation of the Articles of Association, lend the funds of the Company to other people or provide guarantee for other people with the assets of the Company without the approval of the shareholders at a general meeting or the board of directors;	(4) directors shall not, in violation of the Articles of Association, lend the funds of the Company to other people or provide guarantee for other people with the assets of the Company without the approval of the shareholders at a general meeting or the board of directors;

183 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(5) directors shall not enter into contracts or transactions with the Company either in violation of the Articles of Association or without the approval of the shareholders at a general meeting;	(5) directors shall not enter into contracts or transactions with the Company either in violation of the Articles of Association or without the approval of the shareholders at a general meeting directly or indirectly enter into a contract or conduct a transaction with the Company without reporting to the board of directors or the shareholders’ meeting and without obtaining approval by a resolution of the board of directors or the shareholders’ meeting in accordance with the provisions of the Articles of Association;
	(6) without the approval of the shareholders at a general meeting, any director shall not take advantage of his/her position to seek business opportunities that should belong to the Company for himself/herself or for any other person, or operate business of the same kind for himself/herself or for any other person;	(6)(5) without the approval of the shareholders at a general meeting, any director shall not take advantage of his/her position to seek business opportunities that should belong to the Company for himself/herself or for any other person, or operate business of the same kind for himself/herself or for any other person directors shall not exploit their positions to seek business opportunities belonging to the Company for themselves or others, except where such opportunities have been reported to the board of directors or the shareholders’ meeting and obtained approval by a resolution of the shareholders’ meeting, or where the Company is unable to utilise such business opportunities in accordance with laws, administrative regulations, or the provisions of the Articles of Association;

– 184 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(7) directors shall not accept commissions for transactions with the Company for their own;	(6) directors shall not engage in any business similar to that of the Company on his/her own or for others without reporting to the board of directors or the shareholders’ meeting and obtaining approval by a resolution of the shareholders’ meeting;
	(8) directors shall not disclose secrets of the Company without authorisation;	(7) directors shall not accept commissions for transactions with between others and the Company for their own;
	(9) directors shall not take advantage of related-party relationships to damage the Company’s interests; and	(8) directors shall not disclose secrets of the Company without authorisation;
	(10) directors shall have other duties of loyalty as stipulated by laws, administrative regulations, departmental rules and the Articles of Association.	(9) directors shall not take advantage of related-party relationships to damage the Company’s interests; and
		(10) directors shall have other duties of loyalty as stipulated by laws, administrative regulations, departmental rules and the Articles of Association.

185 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Any income obtained by a director in violation of this Article shall belong to the Company; if losses are caused to the Company, the director shall be liable for compensation.	Any income obtained by a director in violation of this Article shall belong to the Company; if losses are caused to the Company, the director shall be liable for compensation. The provisions of clause (4) of paragraph two of this Article shall apply to contracts entered into or transactions conducted by close relatives of directors and senior management personnel, enterprises directly or indirectly controlled by directors, senior management personnel or their close relatives, and affiliated persons who have other affiliation with directors and senior management personnel, with the Company.
	The above provisions on the duties of loyalty also apply to senior management.	The above provisions on the duties of loyalty also apply to senior management.

186 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 162	The directors and supervisors shall abide by laws, administrative regulations, and the Articles of Association and its appendices, and bear the following obligations to the Company:	The directors and supervisors shall abide by laws, administrative regulations, and the provisions of the Articles of Association and its appendices, and bear obligations of diligence the following obligations to the Company, and shall exercise the reasonable care normally expected of managers in the best interests of the Company when performing their duties:-
	(1) exercise prudently, gravely and diligently the rights authorised by the Company in order to ensure the commercial operation of the Company is in compliance with national laws, administrative regulations as well as the various requirements of the national economic policies and that the commercial operation is within the scope of operation provided by the business license;	Directors shall bear the following obligations of diligence to the Company: (1) exercise prudently, gravely and diligently the rights authorised by the Company in order to ensure the commercial operation of the Company is in compliance with national laws, administrative regulations as well as the various requirements of the national economic policies and that the commercial operation is within the scope of operation provided by the business license;
	(2) treat all the shareholders equally;	(2) treat all the shareholders equally;
	(3) timely investigate the operation and management of the Company;	(3) timely investigate the operation and management of the Company;

– 187 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(4) approve periodic reports in written form of the Company and ensure that the information disclosed by the Company is true, accurate and complete;	(4) approve periodic reports in written form of the Company and ensure that the information disclosed by the Company is true, accurate and complete;
	(5) provide true and accurate information and material to the supervisory committee, and not impede the supervisory committee or supervisors from exercising its/their functions and powers;	(5) provide true and accurate information and material to the supervisory audit committee, and not impede the audit committees supervisory committee or supervisors from exercising its/their functions and powers;
	(6) other obligations prescribed in the laws, administrative regulations, departmental rules, relevant regulatory documents and the Articles of Association and its appendices.	(6) other obligations prescribed in the laws, administrative regulations, departmental rules, relevant regulatory documents and the Articles of Association and its appendices.
	Aforementioned provisions from (4) to (6) concerning the obligations also apply to the senior management personnel.	Aforementioned provisions from (4) to (6) concerning the obligations also apply to the senior management personnel.

– 188 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	Unless stipulated in the Articles of Association or legally authorised by the board of directors, no director may act on behalf of the Company or the board of directors in his/her own name. Where a director acts in his/her own name while a third party reasonably believes that the director is acting on behalf of the Company or the board of directors, such director shall state his/her position and status in advance.	Article deleted.
/	Senior management of the Company shall faithfully perform their duties and act in the best interests of the Company and all shareholders. Where any senior management fails to perform his/her duties of loyalty or breaches his/her obligation of good faith, and thereby causes damage to the Company's interests or the shareholders of public shares, he/she shall be liable for compensation according to the law.	Article deleted.

189 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 163	When a director’s resignation takes effect or his/her term of office expires, he/she must complete all transfer procedures to the board of directors. His/her duty of loyalty to the Company and shareholders will not be automatically terminated after the end of his term, but will remain valid within the reasonable period stipulated in the Articles of Association.	The Company shall establish a system for the administration of directors’ departure from office, specifying the safeguard measures to ensure accountability and recovery of losses in respect of unfulfilled public commitments and other outstanding matters. When a director’s resignation takes effect or his/her term of office expires, he/she must complete all transfer procedures to the board of directors. His/her duty of loyalty to the Company and shareholders will not be automatically terminated after the end of his/her term, but will remain valid within the reasonable period stipulated in the Articles of Association. The duty of confidentiality in respect of trade secrets of the Company survives the termination of his/her tenure. The duration of other duties shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and the director’s departure, and the circumstances and conditions under which the relationship with the Company is terminated.

The liabilities to be borne by a director for performing his/her duties during his/her term of office shall not be exempted or terminated by his/her departure.

The provisions of the abovementioned management system for departure from office shall also apply to senior management personnel. |

190 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 15: FINANCIAL AND ACCOUNTING SYSTEMS AND PROFIT DISTRIBUTION	CHAPTER 15-13: FINANCIAL AND ACCOUNTING SYSTEMS AND PROFIT DISTRIBUTION
Article 166	The board of directors of the Company shall place before the shareholders at every annual general meeting such financial reports which the relevant laws, administrative regulations and directives promulgated by competent regional and central governmental authorities require the Company to prepare.	The board of directors of the Company shall place before the shareholders at every annual general meeting such financial reports which the relevant laws, administrative regulations and directives promulgated by competent regional and central governmental authorities and the Securities Regulatory Authorities in the places where the Company's shares are listed require the Company to prepare.
Article 167	The Company's financial reports shall be made available for shareholders' inspection at the Company twenty (20) days before the date of every shareholders' annual general meeting. Each shareholder shall be entitled to obtain a copy of the financial reports referred to in this Chapter. Subject to the fulfillment of the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the securities regulatory authority of the place where the Company's shares are listed, the Company may also provide shareholders of Overseas-Listed Foreign-Invested Shares with aforementioned reports through announcement(s) (including posting on the Company's website).	The Company's financial reports shall be made available for shareholders' inspection at the Company twenty (20) days before the date of every shareholders' annual general meeting. Each shareholder shall be entitled to obtain a copy of the financial reports referred to in this Chapter. Subject to the fulfillment of the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the Securities Regulatory Authorities securities regulatory authority of in the places where the Company's shares are listed, the Company may also provide shareholders of Overseas-Listed Foreign-Invested Shares with aforementioned reports through announcement(s) (including posting on the Company's website).

191 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 168	The financial statements of the Company shall, in addition to being prepared in accordance with PRC accounting standards and regulations pursuant to the requirements of the applicable laws and regulations, be also prepared in accordance with either international accounting standards, or the accounting standard of the place outside the PRC where the Company's shares are listed. If there is any material difference between the financial statements prepared respectively in accordance with the two accounting standards, such difference shall be specifically stated in the financial statements. In distributing its after-tax profits for the relevant fiscal year, the lower of the two amounts shown in the two financial statements shall be distributed.	The financial statements of the Company shall, in addition to being prepared in accordance with PRC accounting standards and regulations pursuant to the requirements of the applicable laws and administrative regulations, be also prepared in accordance with either international accounting standards, or the accounting standard of the place outside the PRC where the Company's shares are listed. If there is any material difference between the financial statements prepared respectively in accordance with the two accounting standards, such difference shall be specifically stated in the financial statements. In distributing its after-tax profits for the relevant fiscal year, the lower of the two amounts shown in the two financial statements shall be distributed.
Article 169	Annual reports, interim reports and quarterly reports of the Company shall be prepared in accordance with relevant laws, administrative regulations and securities regulatory rules of the places where the shares of the Company are listed.	Annual reports, interim reports and quarterly reports of the Company shall be prepared in accordance with relevant laws, administrative regulations and the rules of the Securities Regulatory Authorities in the places where the Company's shares securities regulatory rules of the places where the shares of the Company are listed.

192 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Any interim results or financial information published or disclosed by the Company must also be prepared and presented in accordance with PRC accounting standards and regulations, and also in accordance with either international accounting standards or the accounting standard of the place overseas where the Company’s shares are listed pursuant to the requirements of the applicable laws and regulations.	Any interim results or financial information published or disclosed by the Company must also be prepared and presented in accordance with PRC accounting standards and regulations, and also in accordance with either international accounting standards or the accounting standard of the place overseas where the Company’s shares are listed pursuant to the requirements of the applicable laws and administrative regulations.
Article 170	The Company shall file and disclose its annual report within four months after the end of each fiscal year in accordance with the laws, administrative regulations and requirements of the securities regulatory authority, file and disclose its interim report within two months after the end of the first half of each fiscal year in accordance with the laws, administrative regulations and requirements of the securities regulatory authority and file and disclose its quarterly report within the period as required by the securities regulatory rules of the places where the Company is listed.

Where the Securities Regulatory Authorities in the places where the Company’s shares are listed have any other provisions, such provisions shall prevail. | The Company shall file and disclose its annual report within four (4) months after the end of each fiscal year in accordance with the laws, administrative regulations and requirements of the securities regulatory authority, the Securities Regulatory Authorities in the places where the Company’s shares are listed, file and disclose its interim report within two (2) months after the end of the first half of each fiscal year in accordance with the laws, administrative regulations and requirements of the securities regulatory authority, the Securities Regulatory Authorities in the places where the Company’s shares are listed and file and disclose its quarterly report within the period as required by the securities regulatory rules of the places where the Company is listed, the Securities Regulatory Authorities in the places where the Company’s shares are listed. |
| | | Where the Securities Regulatory Authorities in the places where the Company’s shares are listed have any other provisions, such provisions shall prevail. |

– 193 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 171	The Company shall not keep accounts other than those required by law. The assets of the Company shall not be deposited into any account established in an individual's name.	The Company shall not keep accounts other than those required by law. The funds assets of the Company shall not be deposited into any account established in an individual's name.
Article 172	When distributing its after-tax profits in a given year, the Company shall allocate 10% of such profits to the Company's statutory common reserve fund. Where the accumulated amount of the statutory common reserve fund reaches 50% or more of the registered capital of the Company, no further allocation is required.
Where the statutory common reserve fund is insufficient to make up for the losses of the Company in the previous year, before making contribution to the statutory common reserve fund, the profits made in the current year shall be used to make up for the losses first.
After making contribution to the statutory common reserve fund from its after-tax profits, the Company may, subject to resolutions adopted at a shareholders' general meeting, make contributions to discretionary common reserve fund from its after-tax profits.
After making up for the losses and making contributions to the common reserve fund, any remaining profits shall be distributed to the shareholders in proportion to their respective shareholdings, unless otherwise stipulated in the Articles of Association.	When distributing its after-tax profits in a given year, the Company shall allocate ten percent (10%) of such profits to the Company's statutory common reserve fund. Where the accumulated amount of the statutory common reserve fund reaches fifty percent (50%) or more of the registered capital of the Company, no further allocation is required.
Where the statutory common reserve fund is insufficient to make up for the losses of the Company in the previous year, before making contribution to the statutory common reserve fund, the profits made in the current year shall be used to make up for the losses first.
After making contribution to the statutory common reserve fund from its after-tax profits, the Company may, subject to resolutions adopted at a shareholders' general meeting, make contributions to discretionary common reserve fund from its after-tax profits.
After making up for the losses and making contributions to the common reserve fund, any remaining profits shall be distributed to the shareholders in proportion to their respective shareholdings, unless otherwise stipulated in the Articles of Association.

194 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Where the shareholders’ general meeting distributes profits to shareholders in violation of the foregoing provision that profits shall not be distributed prior to the Company making up for the losses and contributions to the statutory common reserve fund, the shareholders concerned shall refund to the Company the profits distributed in violation of the foregoing provision.	Where the shareholders’ general meeting distributes profits to shareholders in violation of the foregoing provision or the provisions of the Company Law that profits shall not be distributed prior to the Company making up for the losses and contributions to the statutory common reserve fund, the shareholders concerned shall refund to the Company the profits distributed in violation of the foregoing provision or the provisions of the Company Law. If losses are caused to the Company, the shareholders and the responsible directors and senior management personnel shall be liable for compensation in accordance with the law.
	Shares held by the Company itself shall not be entitled to the distribution of profits.	Shares held by the Company itself shall not be entitled to the distribution of profits.

195 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 175	The common reserve funds of the Company shall be applied for making up for losses, expanding the Company’s production and operation or capitalisation. However, the capital surplus reserve fund shall not be applied for making up losses of the Company.	The common reserve funds of the Company shall be applied for making up for losses, expanding the Company’s production and operation or capitalisation be converted into additional registered capital of the Company. However, the capital surplus reserve fund shall not be applied for making up losses of the Company.

If the Company’s losses are to be made up using the common reserve funds, the Company shall first use the discretionary common reserve fund and the statutory common reserve fund. If the losses still cannot be entirely made up, the capital surplus reserve fund can be used in accordance with regulations. |
| | If a general meeting of the Company resolves to capitalise any common reserve fund, the Company shall issue new shares to the existing shareholders in proportion to their respective shareholdings or increase the par value of each share provided that when capitalising the statutory common reserve fund, the balance of such fund shall not be less than 25% of the registered capital. | If a shareholders’ general meeting of the Company resolves to convert its common reserve fund into additional registered capital capitalise any common reserve fund, the Company shall issue new shares to the existing shareholders in proportion to their respective shareholdings or increase the par value of each share provided that when capitalising the statutory common reserve fund is converted into additional registered capital, the balance of such fund shall not be less than twenty-five percent (25%) of the registered capital. |

196 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 176	The basic principles of the Company's profit distribution policies are:	The basic principles of the Company's profit distribution policies are:
	(1) The Company attaches importance to reasonable investment returns to investors, and the Company's profit distribution policy will take into account the overall interests of all Shareholders, the Company's long-term interests and the Company's sustainable development;	(1) The Company attaches importance to reasonable investment returns to investors, and the Company's profit distribution policy will take into account the overall interests of all Shareholders, the Company's long-term interests and the Company's sustainable development;
	(2) Under the premise that the Company's profit distribution does not exceed the cumulative distributable profit and that the Company takes into account the continuous profits, meets regulatory requirements, operates regularly and develops in the long term, the Company will give priority to cash distribution of dividends.	(2) Under the premise that the Company's profit distribution does not exceed the cumulative distributable profit and that the Company takes into account the continuous profits, meets regulatory requirements, operates regularly and develops in the long term, the Company will give priority to cash distribution of dividends.

197 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	The profit distribution policies of the Company are set out below:

(1) profit shall be distributed in the following manner: the Company may use cash, shares or a combination of cash and shares or other methods permitted by law or regulation to distribute share dividends;

(2) conditions for and proportions of cash dividends distribution: if the Company has no events such as major investment plans or significant cash expenditures, and the Company’s risk control indicators can meet regulatory requirements and the normal operating capital requirements of the Company can be satisfied after the distribution of cash dividends, within any three (3) consecutive years, the cumulative profit distributed by the Company in cash shall not be less than 30% of the annual average distributable profit realised in such three (3) years; | The profit distribution policies of the Company are set out below:

(1) profit shall be distributed in the following manner: the Company may use cash, shares or a combination of cash and shares or other methods permitted by law or administrative regulation to distribute share dividends;

(2) conditions for and proportions of cash dividends distribution: if the Company has no events such as major investment plans or significant cash expenditures, and the Company’s risk control indicators can meet regulatory requirements and the normal operating capital requirements of the Company can be satisfied after the distribution of cash dividends, within any three (3) consecutive years, the cumulative profit distributed by the Company in cash shall not be less than thirty percent (30%) of the annual average distributable profit realised in such three (3) years; |

198 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(3) interval of profit distribution: in principle, the Company makes a profit distribution once a year, and the board of directors can propose the Company to carry out the interim profit distribution according to the profit situation and the situation of capital requirements and related conditions;	(3) interval of profit distribution: in principle, the Company makes a profit distribution once a year, and the board of directors can propose the Company to carry out the interim profit distribution according to the profit situation and the situation of capital requirements and related conditions;
	(4) conditions for issuing share dividends: when the Company is operating well and the board of directors believes that the Company’s share price does not match the size of the Company’s share capital and that the payment of share dividends is in the interest of the shareholders of the Company as a whole, and comprehensively considering the growth of the Company, net assets diluted per share and other factors, it can propose the implementation of share dividends distribution plan under the conditions of meeting the aforesaid cash dividends distribution.	(4) conditions for issuing share dividends: when the Company is operating well and the board of directors believes that the Company’s share price does not match the size of the Company’s share capital and that the payment of share dividends is in the interest of the shareholders of the Company as a whole, and comprehensively considering the growth of the Company, net assets diluted per share and other factors, it can propose the implementation of share dividends distribution plan under the conditions of meeting the aforesaid cash dividends distribution.

199 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 177	The decision-making procedures and mechanism of the Company’s profit distribution plan are as follows: (1) the Company’s profit distribution plan is formulated by the board of directors. The board of directors shall fully discuss the rationality of the profit distribution plan and form a special proposal to be implemented, subject to the consideration and approval of the shareholders’ general meeting. Before the shareholders’ general meeting considers the specific profit distribution plan, the Company shall actively communicate with shareholders, especially minority shareholders through various channels, listen to the opinions and demands of minority shareholders, and promptly answer questions of their concerns.	The decision-making procedures and mechanism of the Company’s profit distribution plan are as follows: (1) the Company’s profit distribution plan is formulated by the board of directors. The board of directors shall fully discuss the rationality of the profit distribution plan and form a special proposal to be implemented, subject to the consideration and approval of the shareholders’ general meeting. Before the shareholders’ general meeting considers the specific profit distribution plan, the Company shall actively communicate with shareholders, especially minority shareholders through various channels, listen to the opinions and demands of minority shareholders, and promptly answer questions of their concerns.

200 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(2) the Company shall disclose the formulation and implementation of cash dividend policy during the reporting period in periodic reports in accordance with relevant regulations. If under special circumstances the Company is unable to determine the profit distribution plan for the year in accordance with the established cash dividend policy or the Company meets the conditions for cash dividend distribution as stipulated in this Article, but the board of directors does not intend to distribute cash dividend, it shall disclose the specific reasons and matters such as next steps to be taken to enhance investor returns in the periodic reports. The Company’s profit distribution plan for that year shall be approved by two-thirds or more of the voting rights represented by the shareholders attending the shareholders’ general meeting.	(2) the Company shall disclose the formulation and implementation of cash dividend policy during the reporting period in periodic reports in accordance with relevant regulations. If under special circumstances the Company is unable to determine the profit distribution plan for the year in accordance with the established cash dividend policy or the Company meets the conditions for cash dividend distribution as stipulated in this Article, but the board of directors does not intend to distribute cash dividend, it shall disclose the specific reasons and matters such as next steps to be taken to enhance investor returns in the periodic reports. The Company’s profit distribution plan for that year shall be approved by two-thirds or more of the voting rights represented by the shareholders attending the shareholders’ general meeting.

201 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(3) when the Company convenes the annual general meeting to consider the annual profit distribution plan, the conditions, proportion limit, amount limit, etc. for the next year’s interim cash dividend may be considered and approved. The upper limit of interim dividend for the next year considered by the annual general meeting shall not exceed the net profit attributable to equity holders of the Company during the corresponding period. The board of directors shall formulate a specific interim dividend plan based on the resolution of the shareholders’ meeting and subject to the conditions for profit distribution.	(3) when the Company convenes the annual general meeting to consider the annual profit distribution plan, the conditions, proportion limit, amount limit, etc. for the next year’s interim cash dividend may be considered and approved. The upper limit of interim dividend for the next year considered by the annual general meeting shall not exceed the net profit attributable to equity holders of the Company during the corresponding period. The board of directors shall formulate a specific interim dividend plan based on the resolution of the shareholders’ meeting and subject to the conditions for profit distribution.

202 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(4) in the event of force majeure such as war, natural disasters, or changes in the Company’s external operating environment that have a significant impact on the Company’s operations, or the Company’s own operating or financial conditions have changed significantly, or relevant laws, regulations or regulatory requirements have changed or any adjustment has been made thereto, or if the board of directors deems it necessary, the Company may adjust the profit distribution policies. The adjustment of the Company’s profit distribution policies shall be demonstrated in detail by the board of directors, and a special proposal shall be formed and submitted to the shareholders’ general meeting, which shall be approved by two-thirds or more of the voting rights represented by the shareholders attending the shareholders’ general meeting.	(4) in the event of force majeure such as war, natural disasters, or changes in the Company’s external operating environment that have a significant impact on the Company’s operations, or the Company’s own operating or financial conditions have changed significantly, or relevant laws, administrative regulations or regulatory requirements have changed or any adjustment has been made thereto, or if the board of directors deems it necessary, the Company may adjust the profit distribution policies. The adjustment of the Company’s profit distribution policies shall be demonstrated in detail by the board of directors, and a special proposal shall be formed and submitted to the shareholders’ general-meeting, which shall be approved by two-thirds or more of the voting rights represented by the shareholders attending the shareholders’ general-meeting.
Article 178	After the profit distribution plan has been resolved at the shareholders’ general meeting, or the board of directors of the Company has formulated the specific plan in accordance with the interim dividend distribution conditions and limit next year pursuant to the consideration and approval at the annual general meeting, the dividend (or share) distribution shall be completed within two (2) months.	After the profit distribution plan has been resolved at the shareholders’ general-meeting, or the board of directors of the Company has formulated the specific plan in accordance with the interim dividend distribution conditions and limit next year pursuant to the consideration and approval at the annual general meeting, the dividend (or share) distribution shall be completed within two (2) months.

– 203 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 182	The Company shall appoint receiving agents for holders of the Overseas-Listed Foreign-Invested Shares. Such receiving agents shall receive dividends which have been declared by the Company and all other amounts which the Company should pay to holders of Overseas-Listed Foreign-Invested Shares on such shareholders' behalf. The receiving agents appointed by the Company shall meet the relevant requirements of the laws of the jurisdiction at which the Company's shares are listed or the relevant regulations of such stock exchange.	The Company shall appoint receiving agents for holders of the Overseas-Listed Foreign-Invested Shares. Such receiving agents shall receive dividends which have been declared by the Company and all other amounts which the Company should pay to holders of Overseas-Listed Foreign-Invested Shares on such shareholders' behalf. The receiving agents appointed by the Company shall meet the relevant requirements of the laws, administrative regulations and the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed of the jurisdiction at which the Company's shares are listed or the relevant regulations of such stock exchange.
/	CHAPTER 16: INTERNAL AUDIT	CHAPTER 16-14: INTERNAL AUDIT
Article 183	The Company shall implement the internal audit system and appoint full-time auditing staff to conduct internal audit supervision regarding the internal control, design and implementation of risk management system and procedures relating to all operating activities of the Company.	The Company shall implement the internal audit system, which clarifies the leadership system, responsibilities and powers, staffing, financial guarantees, application of audit results, and accountability for internal audit work. The Company's internal audit system shall be implemented after being approved by the board of directors and disclosed to the public and appoint full-time auditing staff to conduct internal audit supervision regarding the internal control, design and implementation of risk management system and procedures relating to all operating activities of the Company.

– 204 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	The internal audit system of the Company and the duties of the auditing staff shall be implemented upon the approval of the board of directors or the specialised committees thereof. The officer in charge of internal audit shall be accountable to the board of directors and report his or her work to the same.	Article deleted.
Article 184	Newly added article	The Company’s internal audit institution supervises and inspects the Company’s business activities, risk management, internal control, financial information and other matters.
The internal audit institution shall maintain independence and be staffed with full-time auditors.
Article 185	Newly added article	The internal audit institution is accountable to the board of directors.
The internal audit institution shall be subject to the supervision and guidance of the audit committee in 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 any relevant material issues or clues discovered to the audit committee directly.

205 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 186	Newly added article	The specific organisation and implementation of the Company's internal control assessment shall be the responsibility of the internal audit institution. The Company shall prepare its annual internal control assessment report based on the assessment report issued by the internal audit institution and reviewed by the audit committee, and other relevant information.
Article 187	Newly added article	When the audit committee communicates with external audit units such as accountancy firms and national audit institutions, the internal audit institution shall actively cooperate and provide necessary support and collaboration.
Article 188	Newly added article	The audit committee participates in the assessment of the person in charge of internal audit.
/	CHAPTER 17: APPOINTMENT OF ACCOUNTANCY FIRM	CHAPTER 17-15: APPOINTMENT OF ACCOUNTANCY FIRM
Article 189	The Company shall appoint an accountancy firm which is qualified under the relevant laws, regulations and securities regulatory rules of the places where the Company's shares are listed to carry out accounting statement audit, net assets verification and other related consulting services. The term of appointment is one year and can be renewed.	The Company shall appoint an accountancy firm which is qualified under the relevant laws, administrative regulations and the rules of the Securities Regulatory Authorities in the places securities regulatory rules of the places where the Company's shares are listed to carry out accounting statement audit, net assets verification and other related consulting services. The term of appointment is one (1) year and can be renewed.

– 206 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 190	The accountancy firm appointed by the Company shall enjoy the following rights:	The accountancy firm appointed by the Company shall enjoy the following rights:
	(1) a right to review to the books, records and vouchers of the Company at any time, and the right to require the directors, general manager and other senior management personnel of the Company to supply relevant information and explanations;	(1) a right to review to the books, records and vouchers of the Company at any time, and the right to require the directors; general manager and other or senior management personnel of the Company to supply relevant information and explanations;
	(2) a right to require the Company to take all reasonable steps to obtain from its subsidiaries such information and explanation as are necessary for the discharge of its duties;	(2) a right to require the Company to take all reasonable steps to obtain from its subsidiaries such information and explanation as are necessary for the discharge of its duties;
	(3) a right to attend shareholders' general meetings and to receive all notices of, and other information relating to, any shareholders' general meeting which any shareholder is entitled to receive, and to speak at any shareholders' general meeting in relation to matters concerning its role as the Company's accountancy firm.	(3) a right to attend shareholders' general meetings and to receive all notices of, and other information relating to, any shareholders' general meeting which any shareholder is entitled to receive, and to speak at any shareholders' general meeting in relation to matters concerning its role as the Company's accountancy firm.

– 207 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	If there is a vacancy in the position of accountant of the Company, the board of directors may appoint an accountancy firm to fill such vacancy before the convening of the shareholders’ general meeting, but such appointment shall be considered and approved in the next shareholders’ general meeting. Any other incumbent accountancy firm which has been appointed by the Company may continue to act during the period where such vacancy subsists.	Article deleted.
Article 191	The shareholders in a general meeting may by ordinary resolution remove the Company’s accountancy firm before the expiration of its term of office, irrespective of the provisions in the contract between the Company and the Company’s accountancy firm. However, the accountancy firm’s right to claim for damages which arise from its removal shall not be affected.	The shareholders in a general shareholders’ meeting may by ordinary resolution remove the Company’s accountancy firm before the expiration of its term of office, irrespective of the provisions in the contract between the Company and the Company’s accountancy firm. However, the accountancy firm’s right to claim for damages which arise from its removal shall not be affected.
/	The remuneration of an accountancy firm or the manner in which such firm is to be remunerated shall be determined by the shareholders in a general meeting. The remuneration of an accountancy firm appointed by the board of directors to fill the vacancy shall be determined by the board of directors and approved by the shareholders at the shareholders’ general meeting along with the approval of its appointment.	Article deleted. The content regarding the remuneration of the accountancy firm or the method of determining the remuneration, which is to be decided by the shareholders’ meeting, has been integrated into Article 192 of the amended Articles of Association.

– 208 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 192	The Company’s appointment, removal or non-renewal of appointment of an accountancy firm shall be resolved by the shareholders in a general meeting.	The Company’s appointment, removal or non-renewal of appointment of an accountancy firm and the remuneration of the accountancy firm or the method of determining its remuneration shall be resolved by the shareholders in a general shareholders’ meeting. The board of directors shall not engage an accountancy firm to commence work before a decision is made in the shareholders’ meeting.
Article 193	Prior notice should be given to the accountancy firm 15 days in advance if the Company decides to remove such accountancy firm or not to renew its appointment. Such accountancy firm shall be entitled to make representations at the shareholders’ general meeting where the shareholders vote on the removal of the accountancy firm.
Where the accountancy firm resigns from its position, it shall make clear to the shareholders in a general meeting whether there has been any impropriety on the part of the Company.	Prior notice should be given to the accountancy firm fifteen (15) days in advance if the Company decides to remove such accountancy firm or not to renew its appointment. Such accountancy firm shall be entitled to make representations at the shareholders’ general meeting where the shareholders vote on the removal of the accountancy firm.
Where the accountancy firm resigns from its position, it shall make clear to the shareholders in a general shareholders’ meeting whether there has been any impropriety on the part of the Company.
Article 194	Newly added article	The Company shall ensure that it will provide the accountancy firm with true and complete accounting vouchers, accounting books, financial accounting reports and other accounting information without any refusal, concealment or false statement.

– 209 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 18: MERGER AND DIVISION OF THE COMPANY	CHAPTER 18-16: MERGER AND DIVISION OF THE COMPANY
Article 195	The merger of the Company may take the form of either merger by absorption or merger by the establishment of a new company.
Merger by absorption means that a company absorbing another company and the company being absorbed shall be dissolved. Merger by incorporation means that a merger of two or more companies through the establishment of a new company and the companies being consolidated shall be dissolved.	The merger of the Company may take the form of either merger by absorption or merger by the establishment of a new company.
Merger by absorption means that none (1) company absorbing another company and the company being absorbed shall be dissolved. Merger by incorporation means that a merger of two (2) or more companies through the establishment of none (1) new company and the companies being consolidated shall be dissolved.
Article 196	In the event of a merger, the merging parties shall execute a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten (10) days of the date of the Company’s resolution approving the merger and shall publish a public notice in a newspaper within thirty (30) days of the date of the Company’s resolution approving the merger. A creditor has the right within thirty (30) days of receipt of notice or within forty-five (45) days of the date of announcement if notice is not received, to require the Company to settle its debts or to provide a corresponding guarantee for such debt.	In the event of a merger, the merging parties shall execute a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten (10) days of the date of the Company’s resolution approving the merger and shall publish a public notice in a newspaper or on the National Enterprise Credit Information Publicity System within thirty (30) days of the date of the Company’s resolution approving the merger. A creditor has the right within thirty (30) days of receipt of notice or within forty-five (45) days of the date of announcement if notice is not received, to require the Company to settle its debts or to provide a corresponding guarantee for such debt.
Article 197	Upon the merger, receivables and indebtedness of each of the merger parties shall be assumed by the company which survives the merger or the newly established company.	Upon the merger, receivables and indebtedness of each of the merger parties shall be assumed by the company which survives the merger or the newly established company.

210 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 198	Where there is a division of the Company, its assets shall be divided up accordingly.	Where there is a division of the Company, its assets shall be divided up accordingly.
	In the event of division of the Company, the parties to such division shall execute a division agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten (10) days of the date of the Company's resolution approving the division and shall publish a public announcement in a newspaper within thirty (30) days of the date of the Company's resolution approving the division.	In the event of division of the Company, the parties to such division shall execute a division agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten (10) days of the date of the Company's resolution approving the division and shall publish a public announcement in a newspaper or on the National Enterprise Credit Information Publicity System within thirty (30) days of the date of the Company's resolution approving the division.
	Debts of the Company prior to division shall be assumed with joint and several liability by the companies which exist after the division in accordance with the agreement of the parties unless otherwise stipulated in the written agreement entered into between the Company and its creditors on debt settlement before the division.	Debts of the Company prior to division shall be assumed with joint and several liability by the companies which exist after the division in accordance with the agreement of the parties unless otherwise stipulated in the written agreement entered into between the Company and its creditors on debt settlement before the division.
Article 200	Newly added article	If the registered capital is reduced in violation of the Company Law and other relevant regulations, shareholders shall return the funds received, and any reduction or exemption of shareholder contributions shall be restored to their original state. If the Company suffers losses, the shareholders and the responsible directors and senior management personnel shall be liable for compensation in accordance with the law.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 19: DISSOLUTION AND LIQUIDATION	CHAPTER 19-17: DISSOLUTION AND LIQUIDATION
Article 201	The Company shall be dissolved and liquidated in accordance with the law upon the occurrence of any of the following events: (1) a resolution for dissolution is passed by shareholders at a general meeting; (2) dissolution is necessary due to a merger or division of the Company; (3) the business license of the Company is revoked or it is ordered to close down its business or its business license is cancelled in accordance with the law; (4) where the operation and management of the Company falls into serious difficulties and its continued existence would cause significant losses to shareholders, the shareholders holding 10% or more of the total voting rights of the Company may apply to the People's Court to dissolve the Company if there are no other solutions;	The Company shall be dissolved and liquidated in accordance with the law upon the occurrence of any of the following events: (1) expiry of the term of business stipulated in the Articles of Association or the occurrence of any other event for dissolution stipulated in the Articles of Association; (2) a resolution for dissolution is passed by shareholders at a general meeting; (23) dissolution is necessary due to a merger or division of the Company; (34) the business license of the Company is revoked or it is ordered to close down its business or its business license is cancelled in accordance with the law; (45) where the operation and management of the Company falls into serious difficulties and its continued existence would cause significant losses to shareholders, the shareholders holding ten percent (10%) or more of the total voting rights of the Company may apply to the People's Court to dissolve the Company if there are no other solutions;

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(5) the Company is declared insolvent in accordance with the law due to its failure to repay debts as they become due.	(56) the Company is declared insolvent in accordance with the law due to its failure to repay debts as they become due.
If the reasons for dissolution set out in the preceding paragraphs arise, the Company shall publicise the reasons for dissolution through the National Enterprise Credit Information Publicity System within 10 days.
Article 202	Newly added article	When the Company is under the circumstances stated in sub-paragraphs (1) or (2) of Article 201 of the Articles of Association, and no property has been distributed to shareholders, the Company may continue to exist by amending the Articles of Association or by a resolution of the shareholders’ meeting.
The amendment to the Articles of Association or the resolution made by the shareholders’ meeting in accordance with the preceding paragraph shall be approved by two-thirds or more of the voting rights held by the shareholders attending the shareholders’ meeting.

– 213 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 203	A liquidation committee shall be set up within fifteen (15) days of the Company being dissolved pursuant to sub-paragraph (1), (3) and (4) of the preceding Article, and the composition of the liquidation committee of the Company shall be determined by an ordinary resolution of shareholders in a general meeting. If the Company fails to set up the liquidation committee within the above time limit, the creditors may apply to the People’s Court for appointment of relevant persons to form a liquidation committee and conduct the liquidation.

Where the Company is dissolved under sub-paragraph (5) of the preceding Article, the People’s Court shall in accordance with the provisions of relevant laws organise the shareholders, the relevant organisations and the relevant professional personnel to establish a liquidation committee to carry out the liquidation. | Where A liquidation committee shall be set up within fifteen (15) days of the Company being is dissolved pursuant to sub-paragraph (1), (32), (4) and (45) of Article 201 of the Articles of Association the preceding Article, it shall be liquidated and the composition of the liquidation committee of the Company shall be determined by an ordinary resolution of shareholders in a general meeting. The directors, as persons obligated to liquidate the Company, shall form a If the Company fails to set up the liquidation committee to carry out liquidation within fifteen (15) days from the date of occurrence of the events giving rise to dissolution within the above time limit, the creditors may apply to the People’s Court for appointment of relevant persons to form a liquidation committee and conduct the liquidation.

The liquidation committee shall be composed of directors, unless otherwise provided in the Articles of Association or appointed by a resolution of the shareholders’ meeting. Where the Company is dissolved under sub-paragraph (5) of the preceding Article, the People’s Court shall in accordance with the provisions of relevant laws organise the shareholders, the relevant organisations and the relevant professional personnel to establish a liquidation committee to carry out the liquidation.

If the liquidation obligor fails to perform its liquidation obligations in a timely manner, causing losses to the Company or creditors, he/she shall be liable for compensation in accordance with the law. |

– 214 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 204	The liquidation committee shall, within ten (10) days of its establishment, send notices to the Company’s creditors and shall, within sixty (60) days of its establishment, publish a public announcement in a newspaper that meets the conditions stipulated by the Securities Regulatory Authorities in the place where the shares of the Company are listed. A creditor shall, within thirty (30) days of receipt of notice, or within forty-five (45) days of the date of the announcement if notice is not received, claim his/her rights to the debt to the liquidation committee.

In claiming his/her rights, the creditor shall explain and provide proof of his/her rights to and matters relating to the debt. The liquidation committee shall register the creditor’s rights. In the course of claiming of creditors’ rights, the liquidation team shall not settle its debts with creditors. | The liquidation committee shall, within ten (10) days of its establishment, send notices to the Company’s creditors and shall, within sixty (60) days of its establishment, publish a public announcement in a newspaper that meets the conditions stipulated by the Securities Regulatory Authorities in the places where the Company’s sharesshares of the Company are listed or on the National Enterprise Credit Information Publicity System. A creditor shall, within thirty (30) days of receipt of notice, or within forty-five (45) days of the date of the announcement if notice is not received, claim his/her rights to the debt to the liquidation committee.

In claiming his/her rights, the creditor shall explain and provide proof of his/her rights to and matters relating to the debt. The liquidation committee shall register the creditor’s rights.

In the course of claiming of creditors’ rights, the liquidation team shall not settle its debts with creditors. |

215 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 205	During the liquidation period, the liquidation committee shall exercise the following functions and powers:	During the liquidation period, the liquidation committee shall exercise the following functions and powers:
	(1) to put in order the Company's assets and prepare a balance sheet and an inventory of assets respectively;	(1) to put in order the Company's assets and prepare a balance sheet and an inventory of assets respectively;
	(2) to notify the creditors or to publish public announcements;	(2) to notify the creditors or to publish public announcements;
	(3) to handle of and liquidate any outstanding businesses of the Company;	(3) to handle of and liquidate any outstanding businesses of the Company;
	(4) to pay all outstanding taxes;	(4) to pay all outstanding taxes and the taxes arising from the liquidation process;
	(5) to settle claims and debts;	(5) to settle claims and debts;
	(6) to deal with the surplus assets remaining after the Company's debts have been repaid;	(6) to distributed deal with the surplus assets remaining after the Company's debts have been repaid;
	(7) to represent the Company in any civil proceedings.	(7) to represent the Company in any civil proceedings.

– 216 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 206	After the liquidation committee has put in order the Company’s assets and prepared the balance sheet and an inventory of assets, the liquidation committee shall formulate a liquidation plan and present it to a shareholders’ general meeting or to the relevant governing authority for confirmation.

After the payment of liquidation expenses with priority, the Company’s assets shall be distributed in accordance with the following sequence: (i) salaries, social insurance and statutory compensation of employees of the Company; (ii) outstanding taxes; (iii) bank loans, debentures of the Company and other debts of the Company.

Any surplus assets of the Company remaining after payment referred to in the preceding paragraph shall be distributed to its shareholders according to the class of shares and the proportion of shares held in the following sequence:

(1) In the case of preferential shares, distribution shall be made to holders of such preferential shares according to the par value thereof; if the surplus assets are not sufficient to repay the amount of preferential shares in full, the distribution shall be made to holders of such shares in proportion to their respective shareholdings; | After the liquidation committee has put in order the Company’s assets and prepared the balance sheet and an inventory of assets, the liquidation committee shall formulate a liquidation plan and present it to a shareholders’ general meeting or to the People’s Courtrelevant governing authority for confirmation.

217 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(2) In the case of ordinary shares, distribution shall be made to holders of such shares in proportion to their respective shareholdings.	(2) In the case of ordinary shares, distribution shall be made to holders of such shares in proportion to their respective shareholdings.
	During the liquidation period, the Company remains in existence; however, it shall not commence any business activities that are unrelated to liquidation.	During the liquidation period, the Company remains in existence; however, it shall not commence any business activities that are unrelated to liquidation.
	The Company’s assets shall not be distributed to shareholders prior to settling debts pursuant to the foregoing provision.	The Company’s assets shall not be distributed to shareholders prior to settling debts pursuant to the foregoing provision.
Article 207	If after putting the Company’s assets in order and preparing a balance sheet and an inventory of assets in connection with the liquidation of the Company, the liquidation committee discovers that the Company’s assets are insufficient to repay the Company’s debts in full, the liquidation committee shall immediately apply to the People’s Court for a declaration of insolvency.

After a Company is declared insolvent by a ruling of the People’s Court, the liquidation committee shall transfer all matters arising from the liquidation to the People’s Court. | If after putting the Company’s assets in order and preparing a balance sheet and an inventory of assets in connection with the liquidation of the Company, the liquidation committee discovers that the Company’s assets are insufficient to repay the Company’s debts in full, the liquidation committee shall immediately apply to the People’s Court for a declaration of insolvency liquidation.

After a Company is declared insolvent by a ruling of the People’s Court accepts the insolvency application, the liquidation committee shall transfer all matters arising from the liquidation to the insolvency administrator designated by the People’s Court. |

– 218 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 208	Following the completion of the liquidation, the liquidation committee shall prepare a liquidation report, which shall be submitted to the shareholders' general meeting or the People's Court for confirmation. The liquidation committee shall file with companies registration authority and apply for cancellation of registration of the Company, and publish a public announcement relating to the termination of the Company.	Following the completion of the liquidation, the liquidation committee shall prepare a liquidation report, which shall be submitted to the shareholders' general meeting or the People's Court for confirmation. The liquidation committee shall file with companies registration authority and apply for cancellation of registration of the Company, and publish a public announcement relating to the termination of the Company.
Article 209	Members of the liquidation team shall faithfully perform their duties in carrying out the liquidation in accordance with the law. Members of the liquidation team shall not abuse their powers by taking bribes or receiving other illegal income and misappropriate the assets of the Company. A member of the liquidation team who causes losses to the Company or its creditors due to his/her intentional misconduct or gross negligence shall be liable for damages.	Members of the liquidation team shall perform their liquidation duties with loyalty and diligence faithfully perform their duties in carrying out the liquidation in accordance with the law. A member of the liquidation team who causes losses to the Company due to failure to perform his/her liquidation duties shall be liable for compensation. Members of the liquidation team shall not abuse their powers by taking bribes or receiving other illegal income and misappropriate the assets of the Company. A member of the liquidation team who causes losses to the Company or its creditors due to his/her intentional misconduct or gross negligence shall be liable for compensation damages.
Article 210	Newly added article	Where the Company is declared insolvent according to law, it shall undertake insolvency liquidation according to laws on enterprise insolvency.

– 219 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 20: PROCEDURES FOR AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION	CHAPTER 20-18: PROCEDURES FOR AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION
Article 212	Under any of the following circumstances, the Company shall amend the Articles of Association:	Under any of the following circumstances, the Company shall amend the Articles of Association:
	(1) the Articles of Association is contradictory to any provision of the amended Company Law or other relevant laws and administrative regulations;	(1) the Articles of Association is contradictory to any provision of the amended Company Law or other relevant laws and administrative regulations;
	(2) changes in the Company's situation which leads to inconsistency with matters recorded in the Articles of Association;	(2) changes in the Company's situation which leads to inconsistency with matters recorded in the Articles of Association;
	(3) a shareholders' general meeting adopts a resolution to amend the Articles of Association.	(3) a shareholders' general meeting adopts a resolution to amend the Articles of Association.

– 220 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 213	Save as otherwise specified in Articles 62 and 91 of these Articles of Association, the following procedure shall be followed when amending these Articles of Association:	The board of directors shall amend the Articles of Association in accordance with the resolutions of the shareholders’ meeting to amend the Articles of Association and the review opinions of the relevant competent authorities. Save as otherwise specified in Articles 62 and 91 of these Articles of Association, the The following procedure shall be followed when amending these Articles of Association:
	(1) The board of directors shall adopt a resolution thereon in accordance with these Articles of Associations and prepare a proposal for amendment of the Articles; or the shareholders may present a motion for amendment of the Articles;	(1) The board of directors shall adopt a resolution thereon in accordance with these Articles of Associations and prepare a proposal for amendment of the Articles; or the shareholders may present a motion for amendment of the Articles;
	(2) The foregoing proposal shall be furnished to the shareholders and a shareholders’ meeting shall be convened for voting on it;	(2) The foregoing proposal shall be furnished to the shareholders and a shareholders’ meeting shall be convened for voting on it;
	(3) The amendments presented to the shareholders’ meeting shall be adopted through a special resolution.	(3) The amendments presented to the shareholders’ meeting shall be adopted through a special resolution.
	The board of directors shall amend the Articles of Association in accordance with the resolution to amend the Articles of Association passed at the shareholder’s general meeting and the opinions of consideration and approval from the relevant governing authorities.	The board of directors shall amend the Articles of Association in accordance with the resolution to amend the Articles of Association passed at the shareholder’s shareholders’ general meeting and the opinions of consideration and approval from the relevant governing authorities.

221 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 214	Where the amendments approved by the shareholders' general meeting shall be approved by the governing authorities, such amendments shall be submitted to the governing authorities; if any registration of the Company is concerned, the Company shall apply for registration of the changes in accordance with the law. Any amendment to the Articles of Association that involves information to be disclosed as required by the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the stock exchanges where the shares of the Company are listed, shall be announced as required.	Where the amendments approved by the shareholders' general meeting shall be approved by the governing authorities, such amendments shall be submitted to the governing authorities; if any registration of the Company is concerned, the Company shall apply for registration of the changes in accordance with the law. Any amendment to the Articles of Association that involves information to be disclosed as required by the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed the stock exchanges where the shares of the Company are listed, shall be announced as required.
/	CHAPTER 21: NOTICES	CHAPTER 21-19: NOTICES
Article 215	Subject to the proper compliance of all the applicable laws, rules and regulations (including but not limited to the rules of the designated stock exchanges) and obtaining all the required consent (if any), any notice or document published by the Company (including but not limited to the "Corporate Communication" as defined by the rules of the designated stock exchanges) could be delivered by the following methods: (1) by hand; (2) by post;	Subject to the proper compliance of all the applicable laws, administrative regulations and the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed rules and regulations (including but not limited to the rules of the designated stock exchanges) and obtaining all the required consent (if any), any notice or document published by the Company (including but not limited to the "Corporate Communication" as defined by the rules of the designated stock exchanges) could be delivered by the following methods: (1) by hand; (2) by post;

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(3) by sending it to the fax number or other number of electronic communication (including but not limited to email address) or website as provided by the addressee to the Company for the said purpose;	(3) by sending it to the fax number or other number of electronic communication (including but not limited to email address) or website as provided by the addressee to the Company for the said purpose;
	(4) by public announcement;	(4) by public announcement;
	(5) by uploading the notice or document to the website of the Company or The Hong Kong Stock Exchange and issuing a notice to the addressee for notifying him/her on the availability of such notice or document on such website (the “Availability Notice”);	(5) by uploading the notice or document to the website of the Company or The Hong Kong Stock Exchange and issuing a notice to the addressee for notifying him/her on the availability of such notice or document on such website (the “Availability Notice”);
	(6) by any other methods as agreed between the Company and the addressee or as accepted by the addressee after the notice is received; or	(6) by any other methods as agreed between the Company and the addressee or as accepted by the addressee after the notice is received; or
	(7) by any other methods as authorised by the relevant regulatory body of the place of listing of the Company or as stipulated by the Articles of Association.	(7) by any other methods as authorised by the relevant regulatory body of the place of listing of the Company or as stipulated by the Articles of Association.
	In case of joint holders of shares, all the notices or documents shall be delivered to the holder whose name stands first in the register of members and such notices or documents delivered thereby shall be deemed duly delivered to and received by all such joint holders.	In case of joint holders of shares, all the notices or documents shall be delivered to the holder whose name stands first in the register of members and such notices or documents delivered thereby shall be deemed duly delivered to and received by all such joint holders.

– 223 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 216	The newspapers required by these Articles of Association for the publication or newspapers of announcements shall be those designated or required by the relevant State laws, administrative regulations and the Securities Regulatory Authorities in the place where the shares of the Company are listed. If it is necessary to make an announcement to holders of Overseas-Listed Foreign-Invested Shares as required by these Articles of Association, the relevant announcement shall at the same time be published in the newspapers designated by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in accordance with the provisions for “press announcements” set out therein.	The newspapers required by these Articles of Association for the publication or newspapers of announcements shall be those designated or required by the relevant State laws, administrative regulations and the Securities Regulatory Authorities in the places where the Company’s shares shares of the Company are listed. If it is necessary to make an announcement to holders of Overseas-Listed Foreign-Invested Shares as required by these Articles of Association, the relevant announcement shall at the same time be published in the newspapers designated by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in accordance with the provisions for “press announcements” set out therein.

224 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 217	Any notice or document shall be:

(1) Deemed issued when the envelope containing such notice was put into post-box, and deemed duly received after 48 hours thereafter if it was delivered by post, provided that the address was clearly written, postage fee was pre-paid and the said notice was put inside such envelope.

(2) Deemed delivered on the receiving date (i.e. the sending date) if it was sent by fax, in such case the receiving date shall be the date shown on the fax transmission report. If it was sent as an electronic message, it shall be deemed delivered on the date when the message was transmitted from the server of the Company or its agent.

(3) Deemed delivered when the notice or document was uploaded onto the website of the Company. | Any notice or document shall be:

(1) Deemed issued when the envelope containing such notice was put into post-box, and deemed duly received after forty-eight (48) hours thereafter if it was delivered by post, provided that the address was clearly written, postage fee was pre-paid and the said notice was put inside such envelope.

(2) Deemed delivered when the recipient signs (or stamps) the delivery receipt upon hand delivery, with the date of the recipient’s signature being the date of delivery.

(3) Deemed delivered on the receiving date (i.e. the sending date) if it was sent by fax, in such case the receiving date shall be the date shown on the fax transmission report. If it was sent as an electronic message, it shall be deemed delivered on the date when the message was transmitted from the server of the Company or its agent.

(34) Deemed delivered when the notice or document was uploaded onto the website of the Company. |

– 225 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(4) Deemed received by all relevant persons when the notice or document is published as a public announcement. (5) Deemed delivered at the time it is delivered by hand or (as the case may be) at the time of such delivery is deemed delivered if the notice or document is sent or delivered by any other methods as stipulated in the Articles of Association.	(45) Deemed received by all relevant persons when the notice or document is published as a public announcement. (56) Deemed delivered at the time it is delivered by hand or (as the case may be) at the time of such delivery is deemed delivered if the notice or document is sent or delivered by any other methods as stipulated in the Articles of Association.
Article 218	If the listing rules in the listing place require the Company to dispatch, mail, distribute, issue or otherwise provide the relevant document of the Company in English and in Chinese, the Company shall be allowed to deliver either the English or the Chinese version in accordance with the choice of the shareholder, provided that the Company has made appropriate arrangement to confirm whether the shareholders would like to receive either the English or the Chinese version and subject to and to the extent as permitted by the applicable laws and regulations.	If the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed the listing rules in the listing place require the Company to dispatch, mail, distribute, issue or otherwise provide the relevant document of the Company in English and in Chinese, the Company shall be allowed to deliver either the English or the Chinese version in accordance with the choice of the shareholder, provided that the Company has made appropriate arrangement to confirm whether the shareholders would like to receive either the English or the Chinese version and subject to and to the extent as permitted by the applicable laws and administrative regulations.
Article 219	The accidental omission to give notice of a meeting to, or the failure to receive the notice of a meeting by, any person entitled to receive such notice shall not invalidate the meeting and the resolutions adopted thereat.	The accidental omission to give notice of a meeting to, or the failure to receive the notice of a meeting by, any person entitled to receive such notice shall not solely invalidate the meeting and the resolutions adopted thereat.

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 22: DISPUTE RESOLUTION	CHAPTER 2220: DISPUTE RESOLUTION
Article 220	The Company shall abide by the following principles for dispute resolution: (1) Whenever any disputes or claims arise between: holders of the Overseas-Listed Foreign-Invested Shares and the Company; holders of the Overseas-Listed Foreign-Invested Shares and the Company's directors, supervisors, general manager or other senior management personnel; or holders of the Overseas-Listed Foreign-Invested Shares and holders of A Shares, in respect of any rights or obligations arising from these Articles of Association, the Company Law or any rights or obligations conferred or imposed by the Company Law and other relevant laws and administrative regulations concerning the affairs of the Company, such disputes or claims shall be referred by the relevant parties to arbitration.	The Company shall abide by the following principles for dispute resolution: (1) Whenever any disputes or claims arise between: holders of the Overseas-Listed Foreign-Invested Shares and the Company; holders of the Overseas-Listed Foreign-Invested Shares and the Company's directors, supervisors, general manageraudit committee members or other senior management personnel; or holders of the Overseas-Listed Foreign-Invested Shares and holders of A Shares, in respect of any rights or obligations arising from these Articles of Association, the Company Law or any rights or obligations conferred or imposed by the Company Law and other relevant laws and administrative regulations concerning the affairs of the Company, such disputes or claims shall be referred by the relevant parties to arbitration.

227 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	Where a dispute or claim of rights referred to in the preceding paragraph is referred to arbitration, the entire claim or dispute must be referred to arbitration, and all persons who have a cause of action based on the same facts giving rise to the dispute or claim or whose participation is necessary for the resolution of such dispute or claim, shall, where such person is the Company, the Company’s shareholders, directors, supervisors, general manager, or other senior management personnel of the Company, shall comply with the arbitration award. Disputes in respect of the definition of shareholders and disputes in relation to the register of shareholders need not be resolved by arbitration.	Where a dispute or claim of rights referred to in the preceding paragraph is referred to arbitration, the entire claim or dispute must be referred to arbitration, and all persons who have a cause of action based on the same facts giving rise to the dispute or claim or whose participation is necessary for the resolution of such dispute or claim, shall, where such person is the Company, the Company’s shareholders, directors, audit committee members supervisors, general manager, or other senior management personnel of the Company, shall comply with the arbitration award. Disputes in respect of the definition of shareholders and disputes in relation to the register of shareholders need not be resolved by arbitration.

228 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
	(2) A claimant may elect for arbitration to be carried out at either the China International Economic and Trade Arbitration Commission in accordance with its Rules or the Hong Kong International Arbitration Centre in accordance with its Securities Arbitration Rules. Once a claimant refers a dispute or claim to arbitration, the other party must submit to the jurisdiction of arbitral body elected by the claimant.

If a claimant elects for arbitration to be carried out at Hong Kong International Arbitration Centre, any party to the dispute or claim may apply for a hearing to take place in Shenzhen in accordance with the Securities Arbitration Rules of the Hong Kong International Arbitration Centre. | (2) A claimant may elect for arbitration to be carried out at either the China International Economic and Trade Arbitration Commission in accordance with its Rules or the Hong Kong International Arbitration Centre in accordance with its Securities Arbitration Rules. Once a claimant refers a dispute or claim to arbitration, the other party must submit to the jurisdiction of arbitral body elected by the claimant.

If a claimant elects for arbitration to be carried out at Hong Kong International Arbitration Centre, any party to the dispute or claim may apply for a hearing to take place in Shenzhen in accordance with the Securities Arbitration Rules of the Hong Kong International Arbitration Centre. |
| | (3) If any disputes or claims of rights are arbitrated in accordance with sub-paragraph (1) of this Article, the laws of the PRC shall apply, save as otherwise provided in the laws and administrative regulations. | (3) If any disputes or claims of rights are arbitrated in accordance with sub-paragraph (1) of this Article, the laws of the PRC shall apply, save as otherwise provided in the laws and administrative regulations. |
| | (4) The award of an arbitral body shall be final and conclusive and binding on all parties. | (4) The award of an arbitral body shall be final and conclusive and binding on all parties. |

– 229 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 23: SUPPLEMENTARY	CHAPTER 2321: SUPPLEMENTARY
/	The newspapers required by these Articles of Association for the publication or newspapers of announcements shall be those designated or required by the relevant State laws, administrative regulations and the Securities Regulatory Authorities in the place where the shares of the Company are listed. If it is necessary to make an announcement to holders of Overseas-Listed Foreign-Invested Shares as required by these Articles of Association, the relevant announcement shall at the same time be published in the newspapers designated by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in accordance with the provisions for “press announcements” set out therein.	Article deleted.
Article 221	Newly added article	The board of directors may formulate detailed rules of the Articles of Association in accordance with the provisions thereof. Such detailed rules shall not contravene the provisions in the Articles of Association. The appendices to the Articles of Association include the Rules of Procedures of the Shareholders’ Meeting and the Rules of Procedures of the Meeting of the Board of Directors.

– 230 –

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 222	The board of directors of the Company shall be responsible for the interpretation of these Articles of Association, and the shareholders in general meeting shall have the right to amend the Articles of Association.	The board of directors of the Company shall be responsible for the interpretation of these Articles of Association, and the shareholders in general shareholders' meeting shall have the right to amend the Articles of Association.
Article 223	These Articles of Association are written in Chinese. If there is any discrepancy between the Articles of Association and other versions of Articles of Association or other Articles of Association in another language, the Chinese version of the Articles of Association last approved by and registered with the competent department for market regulation in the Company's domicile shall prevail.	These Articles of Association are written in Chinese. If there is any discrepancy between the Articles of Association and other versions of Articles of Association or other Articles of Association in another language, the Chinese version of the Articles of Association last approved by and registered with the competent department for market regulation in the Company's domicile shall prevail.
Article 224	In these Articles of Association, reference to "accountancy firm" shall have the same meaning as "auditor".
The terms "or more", "within", "at least" and "before" as mentioned herein shall include the figures listed; "other than", "over", "more than", "less than", or "lower than" shall not include the figures listed.	In these Articles of Association, reference to "accountancy firm" shall have the same meaning as "auditor".
The terms "or more", "within", "at least" and "before" as mentioned herein shall include the figures listed; "other than", "over", "more than", "less than", or "lower than" shall not include the figures listed.

231 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Article No. After Amendment	Article Before Amendment	Amended Article
Article 225	In case of any inconsistency between any matters not covered by the Articles of Association and provisions of the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the stock exchanges where the shares of the Company are listed as stipulated from time to time, the provisions of the latter shall prevail.	In case of any inconsistency between any matters not covered by the Articles of Association and provisions of the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the Securities Regulatory Authorities in the places where the Company's shares stock exchanges where the shares of the Company are listed as stipulated from time to time, the provisions of the latter shall prevail.

232 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 1 GENERAL PROVISION	CHAPTER 1 GENERAL PROVISION
Article 1	In order to ensure the lawful exercise of the rights of shareholders of China Telecom Corporation Limited (the “Company”), efficient and scientific decision-making of the shareholders’ general meeting and enhance the Company’s corporate governance, the rules of procedures of the shareholders’ general meetings of the Company (the “Rules”) are formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), Securities Law of the People’s Republic of China (the “Securities Law”), Guidelines for the Articles of Association of Listed Companies, Rules of Shareholders’ General Meeting of Listed Companies, Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (the “SSE Listing Rules”), Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other laws, regulations, regulatory documents and relevant requirements of the securities regulatory authorities and stock exchanges where the Company’s shares are listed, and the Articles of Association of China Telecom Corporation Limited (the “Articles of Association”), taking into account the Company’s actual situation.	In order to ensure the lawful exercise of the functions and powersrights of shareholders’ meeting of China Telecom Corporation Limited (the “Company”), efficient and scientific decision-making of the shareholders’ general meeting and enhance the Company’s corporate governance, the rules of procedures of the shareholders’ general meetings of the Company (the “Rules”) are formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), Securities Law of the People’s Republic of China (the “Securities Law”), Guidelines for the Articles of Association of Listed Companies, Rules of Shareholders’ General Meeting of Listed Companies, Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (the “SSE Listing Rules”), Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“the Listing Rules of The Stock Exchange of Hong Kong Limited”) and other laws, administrative regulations, departmental rules, regulatory documents and relevant requirements of the securities regulatory authorities and stock exchanges where the Company’s shares are listed (including stock exchanges, the “Securities Regulatory Authorities in the places where the Company’s shares are listed”), and the Articles of Association of China Telecom Corporation Limited (the “Articles of Association”), taking into account the Company’s actual situation.

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 2	The Rules apply to the Company’s shareholders’ general meetings and are binding on the Company, all shareholders, proxies of the shareholders, directors, supervisors, senior management personnel of the Company and other relevant personnel attending the shareholders’ general meetings.

The Company shall convene shareholders’ general meetings in strict accordance with relevant provisions of laws, administrative regulations, the Rules, and the Articles of Association, and ensure the lawful exercise of the rights of shareholders.

The board of directors of the Company shall effectively perform its functions, and shall organise shareholders’ general meetings conscientiously on time. | The Rules apply to the Company’s shareholders’ general meetings and are binding on the Company, all shareholders, proxies of the shareholders, directors, supervisors, senior management personnel of the Company and other relevant personnel attending the shareholders’ general meetings.

The board of directors of the Company shall effectively perform its functions, and shall organise shareholders’ general meetings conscientiously on time. All directors of the Company shall be diligent and responsible in performing their duties to ensure the due convention of the shareholders’ meetings and the lawful exercise of their functions and powers. |
| Article 3 | Unless otherwise requires in the Rules, the shareholders’ general meeting shall be convened by the board of directors of the Company. All the directors of the Company shall bear obligations of good faith toward the normal proceeding of the shareholders’ general meeting, and shall not obstruct the lawful exercise of powers by the shareholders’ general meeting. | Unless otherwise requires in the Rules, the shareholders’ general meeting shall be convened by the board of directors of the Company, and the board of directors shall convene the shareholders’ meeting on time within the prescribed period. All the directors of the Company shall bear obligations of good faith toward the normal proceeding of the shareholders’ general meeting, and shall not obstruct the lawful exercise of powers by the shareholders’ general meeting. |

– 234 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 4	A shareholders’ general meeting shall exercise its functions and powers within the scope stipulated by the Company Law and the Articles of Association.	A shareholders’ general meeting shall exercise its functions and powers within the scope stipulated by the Company Law and the Articles of Association.
Article 5	The secretary to the Company’s board of directors is responsible for preparing and organising the shareholders’ general meetings.	The secretary to the Company’s board of directors is responsible for preparing and organising the shareholders’ general meetings.
Article 6	All shareholders appearing on the register of members on the record date or their proxies are entitled to attend shareholders’ general meetings and exercise voting rights and the right to speak, etc. in accordance with the laws, administrative regulations, the Articles of Association and the Rules.
Shareholders and their proxies attending the shareholders’ general meetings shall comply with the relevant laws, regulations, the Articles of Association and the Rules. They shall keep the meetings in an orderly manner and shall not jeopardise the legitimate rights and interests of the other shareholders.	All shareholders appearing on the register of members on the record date or their proxies are entitled to attend or authorise their proxies to attend shareholders’ general meetings and exercise voting rights and the right to speak, etc. in accordance with the laws, administrative regulations, the Articles of Association and the Rules. The Company and the convener shall not refuse for any reason.
Shareholders and their proxies attending the shareholders’ general meetings shall comply with the relevant laws, administrative regulations, the Articles of Association and the Rules. They shall keep the meetings in an orderly manner and shall not jeopardise the legitimate rights and interests of the other shareholders.

– 235 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 7	The Company shall engage lawyers to issue their legal opinions and make an announcement on the following issues during a shareholders’ general meeting:
(1) whether the procedures relating to the convening and holding of such meeting comply with the laws, regulations and the Articles of Association;
(2) the legality and validity of the qualifications of the attendees and the convener of the meeting;
(3) the legality and validity of the voting procedures and voting results;
(4) legal opinions issued on other related matters as requested by the Company.	The Company shall engage lawyers to issue their legal opinions and make an announcement on the following issues during a shareholders’ general meeting:
(1) whether the procedures relating to the convening and holding of such meeting comply with the laws, administrative regulations and the Articles of Association;
(2) the legality and validity of the qualifications of the attendees and the convener of the meeting;
(3) the legality and validity of the voting procedures and voting results;
(4) legal opinions issued on other related matters as requested by the Company.

236 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 2 FUNCTIONS AND POWERS OF AND AUTHORISATION BY THE SHAREHOLDERS' GENERAL MEETINGS	CHAPTER 2 FUNCTIONS AND POWERS OF AND AUTHORISATION BY THE SHAREHOLDERS' GENERAL MEETINGS
Article 8	The shareholders' general meeting is an organisation of authority who has the following functions and powers:	The shareholders' meeting of the Company shall be formed by all shareholders. The shareholders' general meeting is an organisation of authority who has the following functions and powers:
	(1) to decide on the Company's operational policies and investment plans;	(1) to decide on the Company's operational policies and investment plans;
	(2) to elect and replace directors and supervisors who are not employee representatives and determine matters relating to the remuneration of directors and supervisors;	(21) to elect and replace directors and supervisors who are not employee representatives and determine matters relating to the remuneration of directors and supervisors;
	(3) to examine and approve the board of directors' reports;	(32) to examine and approve the board of directors' reports;
	(4) to examine and approve the supervisory committee's reports;	(4) to examine and approve the supervisory committee's reports;
	(5) to examine and approve the Company's proposed annual financial budgets, final accounts and annual reports;	(53) to examine and approve the Company's proposed annual financial budgets, final accounts and annual reports;
	(6) to examine and approve the Company's profit distribution plans and loss recovery plans;	(64) to examine and approve the Company's profit distribution plans and loss recovery plans;

237 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(7) to pass resolutions on the increase or reduction of the Company’s registered capital, and issuance of any class of shares, warrants or other similar securities;	(75) to pass resolutions on the increase or reduction of the Company’s registered capital, and issuance of any class of shares, warrants or other similar securities;
	(8) to pass resolutions on matters such as merger, division, dissolution and liquidation of the Company or alteration of corporate form;	(86) to pass resolutions on matters such as merger, division, dissolution and liquidation of the Company or alteration of corporate form;
	(9) to pass resolutions on the issue of debentures by the Company;	(97) to pass resolutions on the issue of debentures by the Company;
	(10) to pass resolutions on the appointment, dismissal and non-reappointment of the accountancy firms of the Company;	(108) to pass resolutions on the appointment, or dismissal of the accountancy firms engaged to conduct the Company’s audit and the non-reappointment of the such accountancy firms or the method of determining their remuneration;
	(11) to amend the Company’s Articles of Association;	(119) to pass resolutions on the amendment to the Company’s Articles of Association;
	(12) to consider motions raised by shareholders who represent 3% or more of the total number of voting shares of the Company;	(1210) to consider and approve motions raised by shareholders who represent one percent (31%) or more of the total number of voting shares of the Company;
	(13) to consider and approve the guarantee as required by Article 57 of the Articles of Association;	(1311) to consider and approve the guarantee as required by Article 57-60 of the Articles of Association;

– 238 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(14) to consider and approve matters relating to the purchases, disposals of material assets which are more than 30% of the latest audited total assets, within one (1) year;	(1412) to consider and approve matters relating to the purchases, disposals of material assets which are more than thirty percent (30%) of the latest audited total assets, within one (1) year;
	(15) to consider and approve matters relating to changes in the use of proceeds;	(1513) to consider and approve matters relating to changes in the use of proceeds;
	(16) to consider the Company’s share incentive schemes and employee stock ownership plan;	(1614) to consider and approve the Company’s share incentive schemes and employee stock ownership plan;
	(17) to examine and approve related-party (connected) transactions (the “related-party transactions”) which shall be approved at the shareholders’ general meeting as required by laws, administrative regulations, departmental rules, relevant regulatory documents and the securities regulatory authorities in the place where the Company’s shares are listed;	(1715) to examine and approve related-party (connected) transactions (the “related-party transactions”) which shall be approved at the shareholders’ general meeting as required by laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the Securities Regulatory Authorities in the places securities regulatory authorities in the place where the Company’s shares are listed;

239 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(18) to decide on other matters which, according to laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed and the Articles of Association, need to be approved by shareholders in general meetings.	(1816) to decide on other matters which, according to laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where stock exchanges where the shares of the Company's shares Company are listed and the Articles of Association, need to be approved by shareholders in general the shareholders' meetings.

The shareholders' meeting may authorise the board of directors to make resolutions on the issuance of corporate bonds, which shall comply with laws, administrative regulations, departmental rules, relevant regulatory documents, and the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed. |
| Article 9 | The Company shall not, except for special situations such as the Company being in crisis, without the approval of the shareholders' general meeting by a special resolution, enter into any contract with any person other than its directors, supervisors or senior management personnel pursuant to which such person shall be responsible for the management of the whole or the material part of the businesses of the Company. | The Company shall not, except for special situations such as the Company being in crisis, without the approval of the shareholders' general meeting by a special resolution, enter into any contract with any person other than its directors, supervisors or senior management personnel pursuant to which such person shall be responsible for the management of the whole or the material part of the businesses of the Company. |

240 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 3 CONVENING METHOD OF SHAREHOLDERS' GENERAL MEETING	CHAPTER 3 CONVENING METHOD OF SHAREHOLDERS' GENERAL MEETING
Article 10	Shareholders' general meetings consist of annual general meetings and extraordinary general meetings. Annual general meetings are held once every accounting year and within six (6) months from the end of the preceding accounting year.	Shareholders' general meetings consist of annual general meetings and extraordinary general meetings. Annual general meetings are held once The Company shall hold one (1) annual general meeting every accounting year and within six (6) months from the end of the preceding accounting year.
Article 11	The Company shall convene an extraordinary general meeting within two (2) months from the date any one of the following events occurs: (1) where the number of directors is fewer than the minimum number required by the Company Law or less than two-thirds of the number of directors specified in the Company's Articles of Association; (2) where the unrecovered losses of the Company amount to one-third of the Company's total paid-in share capital; (3) where shareholder(s) individually or collectively holding 10% or more of the Company's issued and outstanding voting shares request(s) (the “Requesting Shareholders”) in writing for the convening of an extraordinary general meeting;	The Company shall convene an extraordinary general meeting within two (2) months from the date any one of the following events occurs: (1) where the number of directors is fewer than the minimum number required by the Company Law or less than two-thirds of the number of directors specified in the Company's Articles of Association; (2) where the unrecovered losses of the Company amount to one-third of the Company's total paid-in share capital; (3) where shareholder(s) individually or collectively holding ten percent (10%) or more of the Company's issued and outstanding voting shares request(s) (the “Requesting Shareholders”) in writing for the convening of an extraordinary general meeting;

– 241 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(4) whenever the board of directors deems necessary or the supervisory committee so requests;	(4) whenever the board of directors deems necessary or the supervisory audit committee so requests;
	(5) such other circumstances as required by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed or the Company’s Articles of Association.	(5) such other circumstances as required by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares stock exchanges where the shares of the Company are listed or the Company’s Articles of Association.
	Upon consideration at a special meeting of independent directors with the approval of more than half of all independent directors, the independent directors have the right to propose to the board of directors to convene an extraordinary general meeting in accordance with the provisions of Article 14 of the Rules.	Upon consideration at a special meeting of independent directors with the approval of more than half of all independent directors, the independent directors have the right to propose to the board of directors to convene an extraordinary general meeting in accordance with the provisions of Article 14 of the Rules.
	The number of shares held by the shareholder(s) as described in item (3) of paragraph two of this Article shall be calculated on the basis of “one share, one vote” at the close of trading on the date when such shareholder(s) request in writing or on the preceding trading day (if the written request is made on a non-trading day).	The number of shares held by the shareholder(s) as described in item (3) of paragraph two one of this Article shall be calculated on the basis of “one share, one vote” at the close of trading on the date when such shareholder(s) request in writing or on the preceding trading day (if the written request is made on a non-trading day).

– 242 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
		Where a shareholders’ meeting cannot be held within the aforesaid time limit, the Company shall report to the local office of the China Securities Regulatory Commission at the place where the Company is located as well as the Shanghai Stock Exchange, giving reasons therefor, and making an announcement accordingly.
Article 12	The place of convening the shareholders’ general meeting is the city where the Company is domiciled or other places designated by the board of directors. The shareholders’ general meeting, which will be held by a combination of physical meeting and online voting, will set up a venue. The Company may use video conference, conference call or by other means, for the purpose of facilitating attendance of shareholders of the shareholders’ general meeting. A shareholder who participates in a shareholders’ general meeting in the aforementioned manner shall be deemed to have been present at the meeting.

If the Company convenes a shareholders’ general meeting via Internet or other methods, the time and procedures for voting via Internet or other methods shall be expressly stated in the notice of such meeting. | The place of convening the shareholders’ general meeting is the city where the Company is domiciled or other places designated by the board of directors. The shareholders’ general meeting, which will be held by a combination of physical meeting and online Internet voting as well as Internet communication meeting, will set up a venue. The Company shall also facilitate the shareholders attending the shareholders’ meeting through Internet voting may use video conference, conference call or by other means, for the purpose of facilitating attendance of shareholders of the shareholders’ general meeting. A shareholder who participates in a shareholders’ general meeting in the aforementioned manner shall be deemed to have been present at the meeting. Shareholders have the right to speak and vote at the shareholders’ meeting through physical meeting or Internet communication meeting.

– 243 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 4 PROCEDURES OF SHAREHOLDERS' GENERAL MEETING	CHAPTER 4 PROCEDURES OF SHAREHOLDERS' GENERAL MEETING
/	Section 1 Proposal, Solicitation and Review of Proposals	Section 1 Proposal, Solicitation and Review of Proposals
Article 13	When the Company convenes a shareholders' general meeting, the board of directors, the supervisory committee or shareholders, individually or jointly, holding 3% or more of the total voting shares of the Company shall have the right to propose new motions in writing, and the Company shall place such proposed motions on the agenda for such general meeting if they are matters falling within the functions and powers of shareholders in general meetings.	When the Company convenes a shareholders' general meeting, the board of directors, the supervisory audit committee or shareholders, individually or jointly, holding one percent (13%) or more of the total voting shares of the Company shall have the right to propose new motions in writing, and the content of such motions shall fall within the scope of powers of the shareholders' meeting, have clear subjects and specific resolution matters, and comply with the relevant provisions of laws, administrative regulations and the Articles of Association., and the Company shall place such proposed motions on the agenda for such general meeting if they are matters falling within the functions and powers of shareholders in general-shareholders' meetings.

244 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	Shareholders, individually or jointly, holding 3% or more of the Company’s voting shares may submit a written proposal to the convener ten (10) days prior to the date of the shareholders’ general meeting. The convener shall issue a supplementary notice of the shareholders’ general meeting within two (2) days upon receipt of the proposal, announcing the content of the proposal.	Shareholders, individually or jointly, holding one percent (1%) 3% or more of the Company’s voting shares may submit a written proposal to the convener ten (10) days prior to the date of the shareholders’ general meeting. The convener shall issue a supplementary notice of the shareholders’ general meeting within two (2) days upon receipt of the proposal, announcing the content of the provisional proposal and submitting it to the shareholders’ meeting for consideration. However, this excludes provisional proposals which violate laws, administrative regulations, or the rules of the Articles of Association, or do not fall within the scope of powers of the shareholders’ meeting. The Company shall not increase the shareholding percentage required for shareholders to submit a provisional proposal.
	Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals or add new proposals after the notice of the shareholders’ general meeting has been issued.	Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals or add new proposals after the notice of the shareholders’ general meeting has been issued.
	If a proposal is not specified in the notice of the shareholders’ general meeting or does not comply with the provisions of Article 13 of the Rules, it shall not be voted or resolved at the shareholders’ general meetings.	If a proposal is not specified in the notice of the shareholders’ general meeting or does not comply with the provisions of Article 13 of the Rules, it shall not be voted or resolved at the shareholders’ general meetings.

– 245 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
/	Proposals to the shareholders’ general meeting shall meet the following conditions:

(2) motions and specific resolutions shall be specified;

(3) shall be submitted or delivered to the convener of the shareholders’ general meeting in writing.

– 246 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
/	Section 2 Convening, Notice and Change of Meeting	Section 2 Convening, Notice and Change of Meeting
Article 14	The shareholders’ general meetings shall be convened by the board of directors. The supervisory committee or shareholders may convene the shareholders’ general meeting on their own initiative, subject to the relevant requirements specified in the Articles of Association.	The shareholders’ general meetings shall be convened by the board of directors, and the board of directors shall convene the shareholders’ meeting on time within the prescribed period. The supervisory audit committee or shareholders may convene the shareholders’ general meeting on their own initiative, subject to the relevant requirements specified in the Articles of Association.
Article 15	Upon consideration at a special meeting of independent directors with the approval of more than half of all independent directors, independent directors have the right to propose to the board of directors to convene extraordinary general meetings. The board of directors shall reply in writing agreeing or disagreeing to convene an extraordinary general meeting within ten (10) days upon receipt of such proposal in accordance with the laws, regulations and the Articles of Association.
If the board of directors agrees to convene an extraordinary general meeting, notice to convene such meeting shall be issued within five (5) days after the resolution to convene an extraordinary general meeting is adopted by the board of directors. The board of directors shall provide reasons and announce them if it decides not to convene an extraordinary general meeting.	Upon consideration at a special meeting of independent directors with the approval of more than half of all independent directors, independent directors have the right to propose to the board of directors to convene extraordinary general meetings. The board of directors shall reply in writing agreeing or disagreeing to convene an extraordinary general meeting within ten (10) days upon receipt of such proposal in accordance with the laws, administrative regulations and the Articles of Association.
If the board of directors agrees to convene an extraordinary general meeting, notice to convene such meeting shall be issued within five (5) days after the resolution to convene an extraordinary general meeting is adopted by the board of directors. The board of directors shall provide reasons and announce them if it decides not to convene an extraordinary general meeting.

247 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 16	The supervisory committee has the right to propose to the board of directors to convene extraordinary general meetings and such proposal shall be made by way of written request(s). The board of directors shall reply in writing agreeing or disagreeing to convene an extraordinary general meeting within ten (10) days upon receipt of such proposal in accordance with the laws, administrative regulations and the Articles of Association.

If the board of directors decides not to convene an extraordinary general meeting or does not reply within ten (10) days upon receipt of such proposal, the board of directors will be deemed as unable or having failed to fulfill the obligation to convene shareholders’ general meetings and the supervisory committee may convene and preside over the meeting on its own. | The supervisory audit committee has the right to propose to the board of directors to convene extraordinary general meetings and such proposal shall be made by way of written request(s). The board of directors shall reply in writing agreeing or disagreeing to convene an extraordinary general meeting within ten (10) days upon receipt of such proposal in accordance with the laws, administrative regulations and the Articles of Association.

248 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 17	Shareholders individually or collectively holding 10% or above of the Company’s shares have the right to request the board of directors to convene an extraordinary general meeting. Shareholders who request for the convening of an extraordinary general meeting or a class meeting shall comply with the following procedures:

(2) If the board of directors decides to convene an extraordinary general meeting, a notice to convene such meeting shall be issued within five (5) days after the resolution to convene an extraordinary general meeting is adopted by the board of directors. Any changes to the original proposal in the notice require the consent of the Requesting Shareholders; | Shareholders individually or collectively holding ten percent (10%) or above of the Company’s issued voting shares have the right to request the board of directors in writing to convene an extraordinary general meeting and to add proposals to the meeting agenda. Shareholders who request for the convening of an extraordinary general meeting or a class meeting shall comply with the following procedures:

(1) The Requesting Shareholders may sign a written proposal requesting the board of directors to convene an extraordinary general meeting. The board of directors shall reply in writing agreeing or disagreeing to convene an extraordinary general meeting within ten (10) days upon receipt of such request proposal in accordance with laws, administrative regulations and the Articles of Association;

249 -

APPENDIX II COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(3) If the board of directors decides not to convene an extraordinary general meeting or does not reply within ten (10) days upon receipt of such request, the Requesting Shareholders have the right to propose to the supervisory committee to convene an extraordinary general meeting by way of written request(s);	(32) If the board of directors decides not to convene an extraordinary general meeting or does not reply within ten (10) days upon receipt of such request, the Requesting Shareholders have the right to propose/proposing to the supervisoryaudit committee to convene an extraordinary general meeting should do so by way of written request(s);
	(4) If the supervisory committee decides to convene an extraordinary general meeting, a notice to convene such meeting shall be issued within five (5) days upon receipt of such request. Any changes to the original proposal in the notice require the consent of the Requesting Shareholders;	(4) If the audit supervisory committee decides to convene an extraordinary general meeting, a notice to convene such meeting shall be issued within five (5) days upon receipt of such request. Any changes to the original request proposal in the notice require the consent of the relevant Requesting Shareholders;
	(5) If the supervisory committee does not issue the notice of the shareholders’ general meeting within the required period, it will be deemed as having failed to convene and preside over the shareholders’ general meeting, and shareholders individually or jointly holding 10% or more of the shares of the Company for ninety (90) consecutive days or more (the “Convening Shareholder”) have the right to convene and preside over the meeting on their own;	(53) If the audit supervisory committee does not issue the notice of the shareholders’ general meeting within the required period, it will be deemed as having failed to convene and preside over the shareholders’ general meeting, and shareholders individually or jointly holding ten percent (10%) or more of the issued voting shares of the Company for ninety (90) consecutive days or more (the “Convening Shareholder”) have the right to convene and preside over the meeting on their own;

250 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(6) In the event where shareholders convene a shareholders’ general meeting on their own initiative, the Convening Shareholder must hold no lower than 10% of shares in the Company immediately before the resolution of such meeting is announced.	(6)—In the event where shareholders convene a shareholders’ general meeting on their own initiative, the Convening Shareholder must hold no lower than ten percent (10%) of the issued voting shares in the Company immediately before the resolution of such meeting is announced.
Article 18	With regard to the shareholders’ general meeting convened by the supervisory committee or shareholders on their own initiative, the board of directors and the secretary to the board of directors shall provide assistance. The board of directors shall provide the register of shareholders as at the record date for the registration of shareholding. If the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing institution to obtain the same on the strength of the relevant announcement notifying the convening of the shareholders’ general meeting. The register of shareholders obtained by the convener may not be used for any purpose other than to hold the shareholders’ general meeting.

All reasonable expenses incurred by the supervisory committee or the shareholders in convening the shareholders’ general meeting on their own initiative shall be borne by the Company and shall be deducted from the sums owed by the Company to the defaulting directors. | With regard to the shareholders’ general meeting convened by the supervisory audit committee or shareholders Convening Shareholders on their own initiative, the board of directors and the secretary to the board of directors shall provide assistance. The board of directors shall provide the register of shareholders as at the record date for the registration of shareholding. If the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing institution to obtain the same on the strength of the relevant announcement notifying the convening of the shareholders’ general meeting. The register of shareholders obtained by the convener may not be used for any purpose other than to hold the shareholders’ general meeting.

All reasonable expenses necessary for incurred by the audit supervisory committee or the shareholders Convening Shareholders in convening to convene a the shareholders’ general meeting on their own initiative shall be borne by the Company and shall be deducted from the sums owed by the Company to the defaulting directors. |

251 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 19	If the supervisory committee or Shareholders decide to convene the shareholders’ general meeting on their own initiative, they shall notify the board of directors in writing and file with the Shanghai Stock Exchange.

The supervisory committee or the Convening Shareholders shall provide the relevant evidencing materials to the Shanghai Stock Exchange when issuing the notice convening the shareholders’ general meeting and making announcement of resolutions resolved at the shareholders’ general meeting. | If the auditsupervisory committee or the Convening Shareholders decide to convene the shareholders’ general meeting on their own initiative, they shall notify the board of directors in writing and file with the Shanghai Stock Exchange.

The auditsupervisory committee or the Convening Shareholders shall provide the relevant evidencing materials to the Shanghai Stock Exchange when issuing the notice convening the shareholders’ general meeting and making announcement of resolutions resolved at the shareholders’ general meeting. |
| Article 20 | When the Company convenes an annual general meeting, written notice of the meeting shall be given at least twenty (20) days before the date of the meeting, or in the case of an extraordinary general meeting, written notice of the meeting should be given at least fifteen (15) days to notify all of the shareholders whose names appear in the share register of the matters to be considered and the date and place of the meeting. | When the Company convenes an annual general meeting, written notice of the meeting shall be given by way of announcement at least twenty (20) days before the date of the meeting, or in the case of an extraordinary general meeting, written notice of the meeting should be given by way of announcement at least fifteen (15) days to notify all of the shareholders whose names appear in the share register of the matters to be considered and the date and place of the meeting. |

252 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 21	A notice of a meeting of the shareholders of the Company shall satisfy the following criteria:

(1) specify the place, date and time of the meeting;

(2) contain the matters and proposals submitted to the meeting for consideration and review. The notice of the shareholders’ general meeting and its supplementary notice shall fully and completely disclose the specific contents of all proposals;

(3) contain a disclosure of the nature and extent, if any, of the material interests of any director, supervisor, manager and other senior management personnel in the proposed transaction and the effect which the proposed transaction will have on them in their capacity as shareholders in so far as it is different from the effect on the interests of shareholders of the same class;

(4) contain a conspicuous statement that all shareholders are entitled to attend such meeting and appoint proxies to attend and vote at such meeting in writing and that a proxy need not be a shareholder of the Company; | A notice of a shareholders’ meeting meeting of the shareholders of the Company shall include the following contentssatisfy the following criteria:

(1) the time, place and duration specify the place, date and time of the meeting;

– 253 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(5) provide the record date of the registration of shareholdings of such shareholders entitled to attend the shareholders’ general meeting;	(54) provide the record date of the registration of shareholdings of such shareholders entitled to attend the shareholders’ general meeting;
	(6) contain names and contact information of the contact persons in charge of the meeting;	(65) contain names and contact information of the contact persons in charge of the meeting;
	(7) specify the time and procedures of voting online or by other means.	(76) specify the time and procedures of voting online or by other means.;
	The interval between the record date in the notice of the shareholders’ general meeting and the date of the meeting shall be no more than 7 working days. Once the record date is confirmed, it cannot be changed.	(7) other contents that should be included in accordance with laws, administrative regulations, departmental rules, relevant regulatory documents, and the Securities Regulatory Authorities in the places where the Company’s shares are listed.

The interval between the record date in the notice of the shareholders’ general meeting and the date of the meeting shall be no more than seven (7) working days. Once the record date is confirmed, it cannot be changed.

254 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 22	Notice of shareholders’ general meetings shall be sent to each shareholder in the manner as specified in the Articles of Association or other methods as permitted by the securities regulatory authority of the place where the Company’s shares are listed. The accidental omission to give notice of a meeting to, or the failure to receive the notice of a meeting by, any person entitled to receive such notice shall not invalidate the meeting and the resolutions adopted thereat.	Notice of shareholders’ general meetings shall be sent to each shareholder (regardless of whether they have voting rights at the shareholders’ meeting) by way of an announcement or in the manner as specified in the Articles of Association or other methods as permitted by the Securities Regulatory Authorities in the places securities regulatory authority of the place where the Company’s shares are listed. Where a notice is sent by way of an announcement, all relevant persons shall be deemed to have received the notice once it is published.
Article 23		The accidental omission to give notice of a meeting to, or the failure to receive the notice of a meeting by, any person entitled to receive such notice shall not solely invalidate the meeting and the resolutions adopted thereat.
Article 24	Where the elections of directors and supervisors are to be discussed at the shareholders’ general meeting, a notice of the shareholders’ general meeting shall fully disclose the particulars of the candidates for directors and supervisors in accordance with laws, administrative regulations, departmental rules, relevant regulatory documents, requirements of the securities regulatory authorities in the place where the Company’s shares are listed and the Articles of Association, and shall include the following contents:
(1) personal particulars such as educational background, working experience and part-time job(s);	Where the elections of directors and supervisors are to be discussed at the shareholders’ general meeting, a notice of the shareholders’ general meeting shall fully disclose the particulars of the candidates for directors and supervisors in accordance with laws, administrative regulations, departmental rules, relevant regulatory documents, requirements of the securities Securities regulatory Regulatory authorities Authorities in the places where the Company’s shares are listed and the Articles of Association, and shall include the following contents:
(1) personal particulars such as educational background, working experience and part-time job(s);

– 255 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(2) whether or not the candidate has any related relationship with the Company’s directors, supervisors, senior management, de facto controller and holders of 5% or more of the shares;	(2) whether or not the candidate has any related relationship with the Company or the Company’s controlling shareholder and directors, supervisors, senior management, de facto controller and holders of 5% or more of the shares;
	(3) whether there are any circumstances where the candidate is not eligible to be nominated as director, supervisor or senior management of the Company in accordance with the requirements of the securities regulatory rules of the place where the Company is listed;	(3) whether there are any circumstances where the candidate is not eligible to be nominated as director; supervisor or senior management of the Company in accordance with the requirements of the securities regulatory rules of the Securities Regulatory Authorities in the places where the Company’s sharesplace where the Company is are listed;
	(4) disclose the number of the Company’s shares held by the candidate;	(4) disclose the number of the Company’s shares held by the candidate;
	(5) whether or not the candidate has been subject to penalties by the securities regulatory authorities of the State Council and other relevant authorities as well as sanctions by any stock exchanges;	(5) whether or not the candidate has been subject to penalties by the securities regulatory authorities of the State Council and other relevant authorities as well as sanctions by any stock exchanges;;
		(6) information on newly appointed, re-elected or re-designated directors required to be disclosed pursuant to the Listing Rules of The Stock Exchange of Hong Kong Limited.

– 256 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	Save for the elections of directors and supervisors held by adopting cumulative voting system, each candidate for a director or supervisor shall be proposed by way of a separate proposal.	Save for the elections of directors and supervisors held by adopting cumulative voting system, each candidate for a director or supervisor shall be proposed by way of a separate proposal.
Article 25	Upon issuance of the notice of shareholders’ general meeting, the shareholders’ general meeting shall neither be delayed nor cancelled without proper reasons. Motions listed in such notice shall not be revoked. Once the shareholders’ general meeting is delayed or cancelled, the convener shall make a public announcement stating the reasons therefor at least two (2) working days prior to the date originally scheduled for convening the meeting.	Upon issuance of the notice of shareholders’ general meeting, the shareholders’ general meeting shall neither be delayed nor cancelled without proper reasons. Motions listed in such notice shall not be revoked. Once the shareholders’ general meeting is delayed or cancelled, the convener shall make a public announcement stating the reasons therefor at least two (2) working days prior to the date originally scheduled for convening the meeting.
/	Section 3 Attendance and Register of the Meeting	Section 3 Attendance and Register of the Meeting
Article 26	Shareholders may either attend and vote at the shareholders’ general meeting in person or appoint a proxy to attend and vote at such meeting on their behalf within the scope of authorisation.
If an individual shareholder attends the meeting in person, he or she shall present his or her identity card or other valid certificate or proof that can prove his or her identity and shareholding proof such as a share account card.	Shareholders may either attend and vote at the shareholders’ general meeting in person or appoint a proxy to attend and vote at such meeting on their behalf within the scope of authorisation.
If an individual shareholder attends the meeting in person, he or she shall present his or her identity card or other valid certificate or proof that can prove his or her identity and shareholding proof such as a share account card.

257 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 27	When the shareholders’ general meeting is held, the Company’s directors, supervisors and the secretary to the board of directors shall attend the meeting, and manager(s) and other senior management personnel shall attend the meeting as non-voting delegates.

The auditors shall attend the shareholders’ annual general meeting and answer questions relating to audit work, auditor’s report, accounting policies and its independence, etc. | When the shareholders’ general meeting requires directors and senior management personnel to attend the meeting, the directors and senior management personnel shall attend and address shareholders’ inquiries in held, the Company’s directors, supervisors and the secretary to the board of directors shall attend the meeting, and manager(s) and other senior management personnel shall attend the meeting as non-voting delegates.

The auditors shall attend the shareholders’ annual general meeting and answer questions relating to audit work, auditor’s report, accounting policies and its independence, etc. |
| Article 28 | To ensure the solemnity and the order of the shareholders’ general meeting, the Company has the right to refuse any person other than the shareholders (including their proxies), directors, supervisors, senior management personnel and auditors to enter the venue of the meeting. | To ensure the solemnity and the order of the shareholders’ general meeting, the Company has the right to refuse any person other than the shareholders (including their proxies), directors, supervisors, senior management personnel and auditors to enter the venue of the meeting. |

258 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 29	When shareholders’ general meetings consider the proposals regarding the appointment of directors and non-employee representative supervisors, the candidates of directors and non-employee representative supervisors shall attend the meeting in person and explain their ability to perform duties, professional abilities, work experience, violations of laws and regulations, conflict of interest with the Company and relationship with the controlling shareholders, de facto controllers, other directors, supervisors and senior management.	When competent authorities such as shareholders’ general meetings, board meetings or the employees’ representative meetings consider the proposals regarding the appointment of directors and non-employee representative supervisors senior management, the candidates of directors and non-employee representative supervisors senior management shall attend the meeting in person and explain their ability to perform duties, professional abilities, work experience, violations of laws and regulations, conflict of interest with the Company and relationship with the controlling shareholders, de facto controllers, other directors, supervisors and senior management.
Article 30	Any shareholder who is entitled to attend and vote at a general meeting of the Company shall be entitled to appoint one (1) or more persons (whether such person is a shareholder or not) as his/her proxies to attend and vote on his/her behalf, and a proxy so appointed shall be entitled to exercise the following rights pursuant to the authorisation from that shareholder:
(1) the shareholder’s right to speak at the meeting;
(2) the right to demand or join in demanding a poll;
(3) the right to vote by hand or on a poll, but a proxy of a shareholder who has appointed more than one (1) proxy may only vote on a poll.	Any shareholder who is entitled to attend and vote at a general shareholders’ meeting of the Company shall be entitled to appoint one (1) or more persons (whether such person is a shareholder or not) as his/her proxies to attend and vote on his/her behalf, and a proxy so appointed shall be entitled to exercise the following rights pursuant to the authorisation from that shareholder:
(1) the shareholder’s right to speak at the meeting;
(2) the right to demand or join in demanding a poll;
(3) the right to vote by hand or on a poll, but a proxy of a shareholder who has appointed more than one (1) proxy may only vote on a poll.

259 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 31	The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing if the shareholder authorises a proxy to attend the meeting, or if the appointer is a legal entity or other organisation, such instrument shall be delivered either under seal by such legal entity or other organisation or under the hand of a legal representative, a director or a duly authorised attorney.

If a proxy is appointed to attend the meeting by an individual shareholder, the proxy shall provide valid proof of his or her identity and the instrument of proxy from the appointing shareholder.

If a proxy is appointed to attend the meeting by on behalf of an individual shareholder, the proxy shall provide valid proof of his or her identity and the instrument of proxy from the appointing shareholder.

A corporate shareholder shall be represented by its legal representative or its proxy appointed persons authorised by the legal representative, the board of directors or other decision-making bodies to attend the meeting, and such corporate shareholder is deemed to be present in person if the relevant person is authorised to attend the meeting on its behalf. The legal representative attending the meeting shall present his or her personal identity card and valid documents that can prove his or her identity as the legal representative. Proxies attending authorised to attend the meeting shall present their personal identity cards and the written instruments of proxy duly issued and signed by the legal representative, the board of directors or other decision-making bodies of the corporate shareholder. |

260 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	If a shareholder is a Recognised Clearing House as defined in the applicable rules of securities regulatory authority of the place where the Company’s shares are listed or other securities laws and regulations or its proxy, such shareholder may, as he sees fit, authorise one (1) or more persons (including proxies and legal persons) as his/her proxies to attend and vote at any shareholders’ general meeting, shareholders’ class meeting or creditors’ meeting. However, if one (1) or more persons is authorised, the instrument of proxy shall specify the number and class of the shares in relation to each such proxy. Such authorised person may exercise his/her power (including the rights to speak and vote) on behalf of such Recognised Clearing House (or its proxy) in the same manner as the individual shareholder of the Company.	If a shareholder is a Recognised Clearing House as defined in the applicable rules of the Securities Regulatory Authorities in the places securities regulatory authority of the place where the Company’s shares are listed or other securities laws and administrative regulations or its proxy, such shareholder may, as he sees fit, authorise one (1) or more persons (including proxies and legal persons) as his/her proxies to attend and vote at any shareholders’ general meeting, shareholders’ class meeting or creditors’ meeting. However, if one (1) or more persons is authorised, the instrument of proxy shall specify the number and class of the shares in relation to each such proxy. Such authorised person may exercise his/her power (including the rights to speak and vote) on behalf of such Recognised Clearing House (or its proxy) in the same manner as the individual shareholder of the Company.
	If applicable laws and regulations prohibit the clearing house’s appointed agents or legal representatives from enjoying the above rights, the Company shall make necessary arrangements with the relevant Recognised Clearing House to ensure that shareholders holding shares through the clearing house have the rights to vote, attend (in person or by proxy) and speak.	If applicable laws and administrative regulations prohibit the clearing house’s appointed agents or legal representatives from enjoying the above rights, the Company shall make necessary arrangements with the relevant Recognised Clearing House to ensure that shareholders holding shares through the clearing house have the rights to vote, attend (in person or by proxy) and speak.

261 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 32	The instrument of proxy issued by shareholders to authorise other persons to attend the shareholders’ general meeting shall state the followings:	The instrument of proxy issued by shareholders to authorise other persons to attend the shareholders’ general meeting shall state the followings:
	(1) the name of the proxies of the appointing shareholder;	(1) the name of the appointer and class and quantity of shares held thereby in the Company;
	(2) whether the proxies have the right to vote;	(2) whether the proxies have the right to vote;
	(3) the number of shares of the appointing shareholder represented by the proxies. If more than one proxy is appointed, the instrument shall specify the number of shares represented by each proxy respectively;	(3) the number of shares of the appointing shareholder represented by the proxies. If more than one proxy is appointed, the instrument shall specify the number of shares represented by each proxy respectively;
	(4) instructions to vote in favour of, against or abstain from voting on each of the items in the agenda of the shareholders’ general meeting respectively as per the number of shares held by the appointing shareholders;	(4) specific instructions from the shareholder, including instructions to vote in favour of, against or abstain from voting on each of the items in the agenda of the shareholders’ general meeting respectively as per the number of shares held by the appointing shareholders;
	(5) the signing date and the effective period of the instrument of proxy;	(5) the signing date and the effective period of the instrument of proxy;
	(6) the signature (or seal) of the appointer. If the appointer is a corporate shareholder, the seal of the corporate shareholder shall be affixed.	(6) the signature (or seal) of the appointer. If the appointer is a corporate shareholder, the seal of the corporate shareholder shall be affixed.

262 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 33	If the instrument appointing a voting proxy is signed by a person authorised by the appointor, the power of attorney or other authority on behalf of the appointor shall be notarially certified. The instrument appointing a voting proxy and a notarially certified copy of that power of attorney or other authority shall be deposited at the domicile of the Company or at such other place as is specified for that purpose in the notice convening the meeting.	If the instrument appointing a voting proxy is signed by a person authorised by the appointor, the power of attorney or other authority on behalf of the appointor shall be notarially certified. The instrument appointing a voting proxy and a notarially certified copy of that power of attorney or other authority shall be deposited at the domicile of the Company or at such other place as is specified for that purpose in the notice convening the meeting.
Article 35	The Company shall be responsible for preparing the meeting’s register which shall include, among other things, the name of, the identity document number and the number of shares with voting rights held by the attendee, and the name of the appointing shareholder (or the name of the relevant company).	The Company shall be responsible for preparing the meeting’s register which shall include, among other things, the name (or the name of the relevant company) of, the identity document number and the number of shares with voting rights held by the attendee, and the name of the appointing shareholder (or the name of the relevant company).
Article 36	The convener and the lawyer engaged by the Company will jointly verify the legality of shareholders’ qualifications based on the register of shareholders provided by the securities registration and clearing institution, and register the names of shareholders and the number of voting shares they hold. Such registration shall be concluded prior to the announcement by the chairperson of the shareholders’ general meeting of the number of shareholders and their proxies attending the meeting and the total number of their voting shares.	The convener and the lawyer engaged by the Company will jointly verify the legality of shareholders’ qualifications based on the register of shareholders provided by the securities registration and clearing institution, and register the names of shareholders and the number of voting shares they hold. Such registration shall be concluded prior to the announcement by the chairperson of the shareholders’ general meeting of the number of shareholders and their proxies attending the meeting and the total number of their voting shares.

263 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
/	Section 4 Convening of the Meetings	Section 4 Convening of the Meetings
Article 37	The board of directors and other conveners shall take all necessary measures to ensure that the shareholders' general meeting is conducted in an orderly manner and shall take measures to prevent any activities interfering with the shareholders' general meeting or infringing the legitimate rights and interests of shareholders and shall promptly report such activities to the relevant authorities.	The board of directors and other conveners shall take all necessary measures to ensure that the shareholders' general meeting is conducted in an orderly manner and shall take measures to prevent any activities interfering with the shareholders' general meeting or infringing the legitimate rights and interests of shareholders and shall promptly report such activities to the relevant authorities.
Article 38	The shareholders' general meetings shall be convened by the board of directors and be presided over and chaired by the Chairperson of the board of directors; if the Chairperson of the board of directors is unable to or fails to perform such duty, the meeting shall be presided over and chaired by the director who has been designated by the Chairperson to exercise such powers on his/her behalf. If the Chairperson fails to perform his/her power and to designate other directors to exercise such powers on his/her behalf for any reason, a director can be jointly elected by half or more of the directors to preside over and chair the meeting. If for any reason directors fail to elect the chairperson of the meeting, shareholders present shall choose one (1) person to act as the chairperson of the meeting. If for any reason the shareholders fail to elect a chairperson, then the shareholder (including a proxy) holding the largest number of shares carrying the right to vote thereat shall be the chairperson of the meeting.	The shareholders' general meetings shall be convened by the board of directors and be presided over and chaired by the Chairperson of the board of directors; if the Chairperson of the board of directors is unable to or fails to perform such duty, the meeting shall be presided over and chaired by the one (1) director who has been designated by the Chairperson to exercise such powers on his/her behalf. If the Chairperson fails to perform his/her power and to designate other directors to exercise such powers on his/her behalf for any reason, a one (1) director can be jointly elected by more than half or more of the directors to preside over and chair the meeting. If for any reason directors fail to elect the chairperson of the meeting, shareholders present shall choose one (1) person to act as the chairperson of the meeting. If for any reason the shareholders fail to elect a chairperson, then the shareholder (including a proxy) holding the largest number of shares carrying the right to vote thereat shall be the chairperson of the meeting.

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	The shareholders’ general meeting convened by the supervisory committee on its own initiative shall be presided over and chaired by the chairperson of the supervisory committee. If the chairperson of the supervisory committee is unable or fails to perform his/her duties, the shareholders’ general meeting shall be presided over and chaired by a supervisor jointly nominated by half or more of the supervisors.	The shareholders’ general meeting convened by the supervisoryaudit committee on its own initiative shall be presided over and chaired by the chairpersonconvener of the supervisoryaudit committee. If the chairpersonconvener of the supervisoryaudit committee is unable or fails to perform his/her duties, the shareholders’ general meeting shall be presided over and chaired by one (1) member of the audit committee a supervisor jointly nominated by more than half of the members of the audit committee or more of the supervisors.
	The shareholders’ general meeting convened by shareholders on their own initiatives shall be presided over and chaired by the representative nominated by the Convening Shareholder.	The shareholders’ general meeting convened by shareholders on their own initiatives shall be presided over and chaired by the representative nominated by the Convening Shareholder or the representative he/she nominates.
	If the chairperson of the shareholders’ general meeting breaches the rules of procedures, which renders shareholders’ general meeting unable to proceed, a person may be nominated at the shareholders’ general meeting to act as the chairperson and preside over the meeting subject to the consent of more than half of the shareholders with voting rights present at the shareholders’ general meeting, and continues the meeting.	If the chairperson of the shareholders’ general meeting breaches the rules of procedures, which renders shareholders’ general meeting unable to proceed, aone (1) person may be nominated at the shareholders’ general meeting to act as the chairperson and preside over the meeting subject to the consent of more than half of the shareholders with voting rights present at the shareholders’ general meeting, and continues the meeting.

– 265 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 39	At the annual general meeting, the board of directors and the supervisory committee shall report their work in the past year to the shareholders’ general meeting. Independent directors shall also submit an annual work report at the annual general meeting and explain how they perform their duties.	At the annual general meeting, the board of directors and the supervisory committee shall report their work in the past one (1) year to the shareholders’ general meeting. Each Independent directors shall also submit an annual work report at the annual general meeting and explain how they perform their he/she has performed his/her duties.
Article 40	Directors, supervisors and senior management personnel shall provide explanation and illustration for inquiries and suggestions by shareholders at a shareholders’ general meeting, except for the affairs related to the commercial secrets of the Company.	Directors, supervisors and senior management personnel shall provide explanation and illustration for inquiries and suggestions by shareholders at a shareholders’ general meeting, except for the affairs related to the commercial secrets of the Company.
/	Section 5 Voting and Resolutions	Section 5 Voting and Resolutions
Article 41	The chairperson of the shareholders’ general meeting shall, prior to the voting, announce the number of shareholders and proxies attending the meeting and the total number of their voting shares, which shall be the number of shareholders and proxies attending the meeting and the total number of their voting shares as indicated in the meeting’s register.	The chairperson of the shareholders’ general meeting shall, prior to the voting, announce the number of shareholders and proxies attending the meeting and the total number of their voting shares, which shall be the number of shareholders and proxies attending the meeting and the total number of their voting shares as indicated in the meeting’s register.
Article 42	All votes of shareholders at a shareholders’ general meeting shall be taken by open ballot except where the chairperson of the meeting decides to allow a resolution which relates purely to a procedural or an administrative matter to be voted on by a show of hands.	All votes of shareholders at a shareholders’ general meeting shall be taken by open ballot except where the chairperson of the meeting decides to allow a resolution which relates purely to a procedural or an administrative matter to be voted on by a show of hands.

266 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 43	Resolutions of shareholders’ general meetings shall be divided into ordinary resolutions and special resolutions.
An ordinary resolution must be passed by votes representing more than half of the voting rights represented by the shareholders (including proxies) present at the meeting.
A special resolution must be passed by votes representing two-thirds or more of the voting rights represented by the shareholders (including proxies) present at the meeting.	Resolutions of shareholders’ general meetings shall be divided into ordinary resolutions and special resolutions.
An ordinary resolution must be passed by votes representing more than half of the voting rights represented by the shareholders (including proxies) present at the meeting.
A special resolution must be passed by votes representing two-thirds or more of the voting rights represented by the shareholders (including proxies) present at the meeting.
The shareholders referred to in this Article include shareholders who appoint a proxy to attend shareholders’ meetings.
Article 44	The following matters shall be resolved by ordinary resolutions at shareholders’ general meetings:
(1) work reports of the board of directors and the supervisory committee;
(2) profit distribution plans and loss recovery plans formulated by the board of directors;
(3) election or removal of members of the board of directors and members of the supervisory committee, remuneration and manner of payment of such members;	The following matters shall be resolved by ordinary resolutions at shareholders’ general meetings:
(1) work reports of the board of directors and the supervisory committee;
(2) profit distribution plans and loss recovery plans formulated by the board of directors;
(3) election or removal of members of the board of directors and members of the supervisory committee, remuneration and manner of payment of such members;

– 267 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(4) annual budgets, final accounts plan and annual reports of the Company;	(4) annual budgets, financial final accounts plan and annual reports of the Company;
	(5) appointment or removal of an accountancy firm;	(5) appointment or dismissal of the accountancy firms engaged to conduct the Company’s audit, the non-reappointment of such accountancy firms of the Company, and the remuneration of the accountancy firms of the Company or the method of determining their remuneration removal of an accountancy firm;
	(6) decisions on the Company’s business policies and investment plans;	(6) decisions on the Company’s business policies and investment plans;
	(7) matters other than those which are required by the laws, administrative regulations, departmental rules, relevant regulatory documents and the securities regulatory authorities in the place where the Company’s shares are listed or by the Company’s Articles of Association to be adopted by special resolution.	(7) matters other than those which are required by the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the securities Securities regulatory Regulatory authorities Authorities in the places where the Company’s shares are listed or by the Company’s Articles of Association to be adopted by special resolution.

268 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 45	The following matters shall be resolved by a special resolution at a shareholders’ general meeting:

(1) the increase or reduction in registered capital;

(2) the division, spin-off, merger, dissolution and liquidation of the Company or change of corporate form of the Company;

(3) amendment of the Company’s Articles of Association;

(4) amendment to rights of shareholders of any class;

(5) the consideration and approval of matters relating to the Company’s purchases or disposals of material assets or the provision of guarantees within one (1) year, the transaction value of which are more than 30% of the latest audited total assets of the Company;

(6) the consideration of the share incentive scheme;

(7) any other matter resolved by way of an ordinary resolution by shareholders in general meeting which the shareholders consider may have a material impact on the Company and should be adopted by a special resolution; | The following matters shall be resolved by a special resolution at a shareholders’ general meeting:

(1) the increase or reduction in registered capital;

(2) the division, spin-off, merger, dissolution and liquidation of the Company or change of corporate form of the Company;

(3) amendment of the Company’s Articles of Association;

(4) amendment to rights of shareholders of any class;

(54) the consideration and approval of matters relating to the Company’s purchases or disposals of material assets or the provision of guarantees to others within one (1) year, the transaction value of which are more than thirty percent (30%) of the latest audited total assets of the Company;

(65) the consideration of the share incentive scheme;

(76) any other matter resolved by way of an ordinary resolution by shareholders in general a shareholders’ meeting which the shareholders consider may have a material impact on the Company and should be adopted by a special resolution; |

– 269 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(8) other matters to be resolved by special resolutions as required by laws, administrative regulations, departmental rules, relevant regulatory documents and the securities regulatory authorities in the place where the Company’s shares are listed or the Articles of Association.	(87) other matters to be resolved by special resolutions as required by laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the securities Securities regulatory Regulatory authorities Authorities in the places where the Company’s shares are listed or the Articles of Association.
Article 46	A shareholder (including a proxy), when voting at a shareholders’ general meeting, may exercise such voting rights as are attached to the number of voting shares which he represents. Except the cumulative voting system for the election of directors and supervisors pursuant to the provisions of the Rules, each share shall have one (1) vote. However, the Company shall have no voting right for the shares held by itself, and such shares shall not be counted towards the total number of voting shares at a shareholders’ general meeting. When the shareholders’ general meeting considers major matters affecting the interests of minority investors, votes shall be counted separately for minority investors. The results of separate counting of votes shall be publicly disclosed in a timely manner.	A shareholder (including a proxy), when voting at a shareholders’ general meeting, may exercise such voting rights as are attached to the number of voting shares which he represents. Except the cumulative voting system for the election of directors and supervisors pursuant to the provisions of the Rules, each share shall have one (1) vote. However, the Company shall have no voting right for the shares held by itself, and such portion of shares shall not be counted towards the total number of voting shares at a shareholders’ general meeting. When the shareholders’ general meeting considers major matters affecting the interests of minority investors, votes shall be counted separately for minority investors. The results of separate counting of votes shall be publicly disclosed in a timely manner.

– 270 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	If a shareholder acquires the Company’s voting shares in breach of paragraphs 1 and 2 of Article 63 of the Securities Law, voting rights shall not be exercised for the portion of the shares exceeding the prescribed proportion within 36 months after the purchase, and such shares are not counted in the total number of shares with voting rights present at the shareholders’ meeting.	If a shareholder acquires the Company’s voting shares in breach of paragraphs 1 and 2 of Article 63 of the Securities Law, voting rights shall not be exercised for the portion of the shares exceeding the prescribed proportion within thirty-six (36) months after the purchase, and such shares are not counted in the total number of shares with voting rights present at the shareholders’ meeting.
	The Company’s board of directors, independent directors, shareholders holding 1% or more of voting shares, or investor sponsors established in accordance with laws, regulations or the provisions of the securities regulatory authority of the State Council may act as solicitors, or entrust securities companies and securities service agencies, to publicly request the Company’s shareholders to entrust it to attend the shareholders’ general meeting and exercise shareholder’s rights such as the right to propose and vote.	The Company’s board of directors, independent directors, shareholders holding one percent (1%) or more of voting shares, or investor sponsors established in accordance with laws, administrative regulations or the provisions of the securities regulatory authority of the State Council may act as solicitors, or entrust securities companies and securities service agencies, to publicly request the Company’s shareholders to entrust it to attend the shareholders’ general meeting and exercise shareholder’s rights such as the right to propose and vote.
	In the case of soliciting shareholders’ rights in accordance with the preceding paragraph, the solicitor shall disclose the solicitation documents and the Company shall provide assistance.	In the case of soliciting shareholders’ rights in accordance with the preceding paragraph, the solicitor shall fully disclose information such as specific voting intentions and disclose the solicitation documents and the Company shall provide assistance.

271 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	It is forbidden to publicly solicit shareholder’s rights in a paid or disguised manner. Except for statutory conditions, the Company shall not impose minimum shareholding ratio restrictions on the solicitation of voting rights. In the case of public solicitation of shareholders’ rights resulting in the breach of laws, administrative regulations and relevant provisions of the securities regulatory authorities of the State Council and incurring losses of the Company or its shareholders, such solicitor shall bear the compensation obligation in accordance with laws.

The shareholders referred to in paragraph one of this Article include shareholders who appoint a proxy to attend shareholders’ meetings. | It is forbidden to publicly solicit shareholder’s rights in a paid or disguised manner. Except for statutory conditions, the Company shall not impose minimum shareholding ratio restrictions on the solicitation of voting rights. In the case of public solicitation of shareholders’ rights resulting in the breach of laws, administrative regulations and relevant provisions of the securities regulatory authorities of the State Council and incurring losses of the Company or its shareholders, such solicitor shall bear the compensation obligation in accordance with laws.

The shareholders referred to in paragraph one of this Article include shareholders who appoint a proxy to attend shareholders’ meetings. |
| Article 47 | Where any member, under the applicable laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchange where the shares of the Company are listed, is required to abstain from voting on any particular resolution or is restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted. | Where any member, under the applicable laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares stock exchange where the shares of the Company are listed, is required to abstain from voting on any particular resolution or is restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted. |

– 272 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 48	Shareholders attending the shareholders’ general meeting shall present one of the following views on the proposals submitted for voting: for, against or abstention. Except when the securities registration and clearing institutions are the nominal holders of shares subject to the stock connect mechanisms between Mainland China and Hong Kong, declaration may be made according to the intentions of actual holders.

A voting ticket that is incomplete, wrongly completed, illegible, or votes not casted, shall be treated as the voter giving up his/her voting rights. The votes represented by his/her shares shall be treated as “abstention”. | Shareholders attending the shareholders’ general meeting shall present one of the following views on the proposals submitted for voting: for, against or abstention. Except when the securities registration and clearing institutions are the nominal holders of shares subject to the stock connect mechanisms between Mainland China and Hong Kong, declaration may be made according to the intentions of actual holders.

A voting ticket that is incomplete, wrongly completed, illegible, or votes not casted, shall be treated as the voter giving up his/her voting rights. The votes represented by his/her shares shall be treated as “abstention”. |
| Article 49 | The list of candidates for directors or supervisors shall be proposed to the shareholders’ general meeting for voting, when directors or supervisors that are not acting as employee-supervisors are elected at the shareholders’ general meeting.

Under the following circumstances, the cumulative voting method shall be adopted for the election of directors and supervisors:

(1) when electing two (2) or more directors (including independent directors) and supervisors; | The list of candidates for directors or supervisors shall be proposed to the shareholders’ general meeting for voting, when directors or supervisors that are not acting as employee-supervisors are elected at the shareholders’ general meeting.

Under the following circumstances, the cumulative voting method shall be adopted for the election of directors and supervisors:

(1) where the Company elects two (2) or more independent directors when electing two (2) or more directors (including independent directors) and supervisors; |

– 273 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(2) where a sole shareholder and its concert party are interested in 30% or more in shares of the Company	(2) where the Company elects two (2) or more directors when a sole shareholder and its concert party are interested in thirty percent (30%) or more in shares a sole shareholder and its concert party are interested in 30% or more in shares of the Company.
	The cumulative voting mentioned above represents each share carrying voting rights corresponding to the number of directors or supervisors when they are elected at the shareholders’ general meeting, and the shareholders may exercise such voting rights collectively. The voting results of minority investors in relation to the election of independent directors should be separately counted and disclosed. The board of directors shall make an announcement to shareholders on the profile and basic information of the directors and supervisors to be elected.	The cumulative voting mentioned above represents each share carrying voting rights corresponding to the number of directors or supervisors when they are elected at the shareholders’ general meeting, and the shareholders may exercise such voting rights collectively. The voting results of minority investors in relation to the election of independent directors should be separately counted and disclosed. The board of directors shall make an announcement to shareholders on the profile and basic information of the directors and supervisors to be elected.

Where a proposal in relation to election of directors is passed at a shareholders’ meeting, newly appointed directors should assume their office immediately after the close of the relevant shareholders’ meeting, or at such time as specified in the resolution of the relevant shareholders’ meeting. |

– 274 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 50	When voting on the resolutions concerning the appointment of directors or supervisors at a shareholders’ general meeting, the cumulative voting system shall be adopted pursuant to the provisions of the Articles of Association or the resolutions of the shareholders’ general meeting. The particular provisions of the cumulative voting system are as follows:

(1) In the election of two (2) or more directors or supervisors, the cumulative voting system shall be implemented;

(2) In a cumulative voting, each share of a shareholder shall vote as same as the number of directors or supervisors to be appointed;

(3) The shareholders shall be notified of the cumulative voting on the appointment of directors or supervisors in the notice of the shareholders’ general meeting. The convener shall prepare voting tickets suitable for cumulative voting and provide written illustrations and explanations about the cumulative voting mode, ticket filling, and votes counting;

(4) When the shareholders’ general meeting elects directors by cumulative voting, the voting of independent directors and non-independent directors shall be conducted separately; | When voting on the resolutions concerning the appointment of directors or supervisors at a shareholders’ general meeting, the cumulative voting system shall be adopted pursuant to the provisions of the Articles of Association or the resolutions of the shareholders’ general meeting. The particular provisions of the cumulative voting system are as follows:

(1) In the election of two (2) or more directors or supervisors, the cumulative voting system shall be implemented;

(2) In a cumulative voting, each share of a shareholder shall vote as same as the number of directors or supervisors to be appointed under each group of proposals;

(4) When the shareholders’ general meeting elects directors by cumulative voting, the voting of independent directors and non-independent directors shall be conducted separately; |

– 275 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(5) Where voting on the selection of director or supervisor candidates is conducted at a shareholders’ general meeting, shareholders may spread to each candidate their votes equivalent to the number of shares held by them, or cast all their votes represented by each share carrying votes equivalent to the number of director or supervisor candidates to one director or supervisor candidate or spread them on several candidates respectively;	(5) Where voting on the selection of director or supervisor candidates is conducted at a shareholders’ general meeting, shareholders may spread to each candidate their votes equivalent to the number of shares held by them, or cast all their votes represented by each share carrying votes equivalent to the number of director or supervisor candidates to one director or supervisor candidate or spread them on several candidates respectively;
	(6) Shareholders who cast all their votes represented by each share carrying the votes equivalent to the number of the director or supervisor candidates on one director or supervisor candidate or spread all their votes on several director or supervisor candidates, shall not have voting rights on other director or supervisor candidates;	(6) Shareholders shall vote within the limit of the number of votes for each group of proposals. Shareholders who cast all their votes represented by each share carrying the votes equivalent to the number of the director or supervisor candidates on one director or supervisor candidate or spread all their votes on several director or supervisor candidates under that proposal group, shall not have voting rights on other director or supervisor candidates under the same proposal group;

– 276 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(7) Where the total number of votes the shareholder exercised for a director or supervisor candidate or several candidates collectively is greater than the votes represented by all shares held by a shareholder, such shareholder’s voting shall be deemed as invalid, and the shareholder shall be regarded as abstaining from voting. Where the total number of votes the shareholder exercised for a director or supervisor candidate or several candidates collectively is less than the voting rights represented by all shares held by a shareholder, such shareholder’s voting shall be valid, and such shareholder shall be deemed to abstain from voting as for the voting rights not exercised;	(7) Where the total number of votes the shareholder exercised for a director or supervisor candidate or several candidates collectively is greater than the votes represented by all shares held by a shareholder under that proposal group, or where the shareholder casts more votes than the number of directors to be elected in a competitive election with more candidates than positions available, such shareholder’s voting shall be deemed as invalid, and the shareholder shall be regarded as abstaining from voting. Where the total number of votes the shareholder exercised for a director or supervisor candidate or several candidates collectively is less than the voting rights represented by all shares held by a shareholder under that proposal group, such shareholder’s voting shall be valid, and such shareholder shall be deemed to abstain from voting as for the voting rights not exercised;

277 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(8) Where votes in favour of a director or supervisor candidate are more than half of the number of shares carrying voting rights held by shareholders attending the shareholders' general meeting (based on the number of non-cumulative shares), such director or supervisor shall be an elected director or supervisor candidate. If the number of elected director or supervisor candidates is more than the number of directors or supervisors to be appointed, those who win more votes in favour of them shall be appointed as directors or supervisors (in case of an equality in the votes among those elected director or supervisor candidates who win the least votes and the appointment of them will be beyond the number of the directors or supervisors to be appointed, such elected candidates shall be deemed to be not elected). Where the number of elected director or supervisor candidates is less than the number of directors or supervisors to be appointed, a new round of voting on the selection of directors or supervisors shall be conducted among the rest director or supervisor candidates till all directors or supervisors are elected and appointed;	(8) Where votes in favour of a director or supervisor candidate are more than half of the number of shares carrying voting rights held by shareholders attending the shareholders' general meeting (based on the number of non-cumulative shares), such director or supervisor shall be an elected director or supervisor candidate. If the number of elected director or supervisor candidates is more than the number of directors or supervisors to be appointed, those who win more votes in favour of them shall be appointed as directors or supervisors (in case of an equality in the votes among those elected director or supervisor candidates who win the least votes and the appointment of them will be beyond the number of the directors or supervisors to be appointed, such elected candidates shall be deemed to be not elected). Where the number of elected director or supervisor candidates is less than the number of directors or supervisors to be appointed, a new round of voting on the selection of directors or supervisors shall be conducted among the rest director or supervisor candidates till all directors or supervisors are elected and appointed;

278 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(9) Where a new round of voting on the selection of directors or supervisors is conducted at the shareholders’ general meeting in accordance with the aforementioned clause (8), the number of cumulative votes of shareholder shall be recounted according to the number of directors or supervisors to be appointed in such new round.	(9) Where a new round of voting on the selection of directors or supervisors is conducted at the shareholders’ general meeting in accordance with the aforementioned clause (8), the number of cumulative votes of shareholder shall be recounted according to the number of directors or supervisors to be appointed in such new round.
	Where relevant provisions prescribed by the securities regulatory authorities in the place where the shares of the Company are listed are inconsistent with the provisions of the Rules in respect of the cumulative voting system, the board of directors can decide to adopt a suitable cumulative voting system in no violation of the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of stock exchanges where the shares of the Company are listed.	Where relevant provisions prescribed by the Securities Regulatory Authorities in the places where the Company’s shares-securities-regulatory authorities in the place where the shares of the Company are listed are inconsistent with the provisions of the Rules in respect of the cumulative voting system, the board of directors can decide to adopt a suitable cumulative voting system in no violation of the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the Securities Regulatory Authorities in the places where the Company’s shares stock exchanges where the shares of the Company are listed.
	“Director(s)” mentioned in this Article include(s) independent directors and non-independent directors.	“Director(s)” mentioned in this Article include(s) independent directors and non-independent directors.

– 279 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 51	Except for the adoption of the cumulative voting system, all resolutions proposed at the shareholders’ general meetings shall be voted separately, and for different motions on the same matter, voting will be conducted according to the time the motions are proposed. Other than special reasons such as force majeure, which results in the suspension of the shareholders’ general meeting or makes it impossible to vote on resolutions, the shareholders’ general meeting shall not set aside the motions and shall vote on them.	Except for the adoption of the cumulative voting system, all resolutions proposed at the shareholders’ general-meetings shall be voted separately, and for different motions on the same matter, voting will be conducted according to the time the motions are proposed. Other than special reasons such as force majeure, which results in the suspension of the shareholders’ general-meeting or makes it impossible to vote on resolutions, the shareholders’ general-meeting shall not set aside the motions and shall vote on them.
Article 52	When any shareholders’ general meeting considers matters related to related-party transactions, the related (connected) shareholders (collectively, the “related shareholders”) shall not vote and the number of voting shares that he represents shall not be counted as part of the total number of valid votes; the announcement of the resolution of the shareholders’ general meeting shall fully disclose the votes of non-related shareholders. Related shareholders’ abstention from voting and voting procedure for related-party transactions are as follows:

(1) if matters submitted to the shareholders’ general meeting for consideration involve related-party transactions, the convener shall promptly notify the related shareholders in advance, and the related shareholders shall promptly inform the convener after they become aware of the matters. | When any shareholders’ general meeting considers matters related to related-party transactions, the related (connected) shareholders (collectively, the “related shareholders”) shall not vote and the number of voting shares that he represents shall not be counted as part of the total number of valid votes; the announcement of the resolution of the shareholders’ general-meeting shall fully disclose the votes of non-related shareholders. Related shareholders’ abstention from voting and voting procedure for related-party transactions are as follows:

(1) if matters submitted to the shareholders’ general-meeting for consideration involve related-party transactions, the convener shall promptly notify the related shareholders in advance, and the related shareholders shall promptly inform the convener after they become aware of the matters. |

280 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(2) if it is necessary to engage professional accountants and valuers to audit and appraise the related-party transactions or engage independent financial advisors to opine on the same, the convener shall properly disclose at the meeting the results of the audit and appraisal or the opinions of the independent financial advisors.	(2) if it is necessary to engage professional accountants and valuers to audit and appraise the related-party transactions or engage independent financial advisors to opine on the same, the convener shall properly disclose at the meeting the results of the audit and appraisal or the opinions of the independent financial advisors.
	(3) the related shareholders may participate in the discussion relating to the related-party transactions and make explanatory statement at the shareholders' general meeting regarding the reasons for the related-party transactions, basic information of the transactions and whether the transactions are fair and sound, etc., but they shall abstain from voting at the meeting.	(3) the related shareholders may participate in the discussion relating to the related-party transactions and make explanatory statement at the shareholders' general meeting regarding the reasons for the related-party transactions, basic information of the transactions and whether the transactions are fair and sound, etc., but they shall abstain from voting at the meeting.

281 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 53	The closing time of the shareholders’ general meeting shall not be earlier than that of such shareholders’ general meeting held via the Internet or other methods, and the chairperson of the meeting shall announce the details of votes and relevant results for each proposal and whether a resolution has been passed according to the voting results.

Prior to the official announcement of the voting results, the companies, vote counting officers, scrutineers, substantial shareholders, network service providers and other parties involved in the shareholders’ general meeting site, the Internet and other voting methods shall have the obligation to keep the voting confidential. |
| Article 54 | When considering a proposal at the shareholders’ general meeting, no amendment shall be made thereto. Otherwise, such amendment shall be treated as a new proposal and shall not be voted at such shareholders’ general meeting. The same voting right can only choose one of on-site, Internet or other voting methods. In the event of repeated voting of the same voting right, the first voting result shall prevail. | When considering a proposal at the shareholders’ general meeting, no amendment shall be made thereto. If amended Otherwise, such amendment it shall be treated as a new proposal and shall not be voted at such shareholders’ general meeting. The same voting right can only choose one of on-site, Internet or other voting methods. In the event of repeated voting of the same voting right, the first voting result shall prevail. |

282 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 55	Before the voting of the proposals takes place at the shareholders’ general meeting, two (2) shareholder representatives shall be nominated to count the votes and scrutinise the vote-counting. If a shareholder is affiliated with the matter to be considered, the relevant shareholder and proxies shall not participate in counting the votes or scrutinising the vote-counting.	Before the voting of the proposals takes place at the shareholders’ general meeting, two (2) shareholder representatives shall be nominated to count the votes and scrutinise the vote-counting. If a shareholder is affiliated with the matter to be considered, the relevant shareholder and proxies shall not participate in counting the votes or scrutinising the vote-counting.
Article 56	When resolutions are to be voted at the shareholders’ general meeting, the counting of votes and scrutinising of the vote-counting shall be conducted by one or more parties involving lawyers, shareholder representatives, supervisor representatives, the Company’s auditor, share registrar of Overseas-Listed Foreign-Invested Shares (H shares) or external auditors qualified to serve as the Company’s auditor. The voting results shall be announced during the meeting and the voting results shall be recorded in the minutes of the meeting.
Shareholders of the Company or their proxies who vote through the Internet or other means have the right to check their voting results through the corresponding voting system.	When resolutions are to be voted at the shareholders’ general meeting, the counting of votes and scrutinising of the vote-counting shall be conducted by one or more parties involving lawyers, shareholder representatives, supervisor representatives, the Company’s auditor, share registrar of Overseas-Listed Foreign-Invested Shares (H shares) or external auditors qualified to serve as the Company’s auditor. The voting results shall be announced during the meeting and the voting results shall be recorded in the minutes of the meeting.
Shareholders of the Company or their proxies who vote through the Internet or other means have the right to check their voting results through the corresponding voting system.

283 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 57	If the chairperson of the meeting has any doubts as to the result of a resolution which has been placed to vote at a shareholders’ meeting, he may count the votes. If the chairperson of the meeting has not counted the votes, any shareholder who attends in person or his/her proxy objects to the result announced by the chairperson of the meeting may, immediately after the declaration of the result, demand that the votes be counted and the chairperson of the meeting shall count the votes immediately.

The minutes of the meeting, the attendance records signed by the attending shareholders and instruments of proxy shall be kept at the Company’s residence. | If the chairperson of the meeting has any doubts as to the result of a resolution which has been placed to vote at a shareholders’ meeting, he may count the votes. If the chairperson of the meeting has not counted the votes, any shareholder who attends in person or his/her proxy objects to the result announced by the chairperson of the meeting may, immediately after the declaration of the voting result, demand that the votes be counted and the chairperson of the meeting shall conduct such a count count the votes immediately.

The minutes of the meeting, the attendance records signed by the attending shareholders and instruments of proxy shall be kept at the Company’s residence. |
| Article 58 | Minutes of shareholders’ general meetings shall be prepared by the secretary to the board of directors. The minutes shall contain the following items:

(1) the number of shareholders and their proxies attending the shareholders’ general meeting, their total number of voting shares and the percentage of the total number of shares of the Company they represent; | Minutes of shareholders’ general meetings shall be prepared by the secretary to the board of directors. The minutes shall contain the following items:

– 284 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(2) the venue, date, time, agenda of the meeting, and the name of the convener of the meeting;	(2) the venue, date, time, agenda of the meeting, and the name of the convener of the meeting;
	(3) the name of the chairperson of the shareholders’ general meeting, and the names of directors, supervisors, managers and other senior management personnel present at the meeting;	(3) the name of the chairperson of the shareholders’ general meeting, and the names of directors, supervisors, managers and other senior management personnel present at the meeting;
	(4) in respect of a resolution of a proposal submitted by a shareholder, the name and shareholding of such shareholder and contents of such proposal;	(4) in respect of a resolution of a proposal submitted by a shareholder, the name and shareholding of such shareholder and contents of such proposal;
	(5) the discussions of each proposal, key points and the voting results;	(5) the discussions of each proposal, key points and the voting results;
	(6) details of the queries or recommendations from the shareholders and the corresponding responses or explanations;	(6) details of the queries or recommendations from the shareholders and the corresponding responses or explanations;
	(7) the names of lawyers, vote counting officers and scrutineers;	(7) the names of lawyers, vote counting officers and scrutineers;
	(8) other matters which shall be recorded in the minutes of the meeting in accordance with the Articles of Association.	(8) other matters which shall be recorded in the minutes of the meeting in accordance with the Articles of Association.

285 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
/	Section 6 Special Procedures for Voting by Class Shareholders	Section deleted
/	Class shareholders are those shareholders who hold different classes of shares.

Class shareholders shall have the rights and bear the obligations in accordance with the requirements of laws, regulations and the Articles of Association. | Article deleted. |
| / | Rights conferred on any class of shareholders may not be varied or abrogated save with the approval of a special resolution of shareholders in a general meeting and by holders of shares of that class at a separate meeting convened in accordance with Articles 58 to 62 of the Rules.

Where any changes in domestic and foreign laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the stock exchanges where the shares of the Company are listed, as well as decisions made under law by domestic and foreign regulatory authorities, lead to the change or abrogation of rights of class shareholders, no approval of class meeting would be required. | Article deleted. |

286 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
/	The following rights attaching to a particular class of shares shall be deemed to be varied or abrogated:

(2) to exchange all or part of shares of that class for shares of another class, or to exchange or to create a right to exchange all or part of the shares of another class for shares of that class;

(3) to remove or reduce rights to accrued dividends or rights to cumulative dividends attached to shares of that class;

(4) to remove or reduce preferential rights attached to shares of that class to receive dividends or to the distribution of assets in the event that the Company is liquidated;

287 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
	(6) to remove or reduce rights to receive payment payable by the Company in particular currencies attached to shares of that class;
	(7) to create a new class of shares having voting or equity rights or other privileges equal or superior to those of the shares of that class;
	(8) to restrict the transfer or ownership of the shares of that class or to increase the restrictions attaching thereto;
	(9) to allot and issue rights to subscribe for, or to convert the existing shares into, shares in the Company of that class or another class;
	(10) to increase the rights and privileges of shares of other classes;
	(11) to restructure the Company in such a way so as to result in the disproportionate distribution of obligations between the various classes of shareholders;
	(12) to amend or abrogate the provisions of this chapter.

288 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
/	Affected class shareholders, regardless of whether having the right to vote or not at shareholders' general meetings, have the right to vote at class meetings in respect of matters concerning sub-paragraphs (2) to (8), (11) and (12) of Article 57 of the Rules, but interested shareholder(s) shall not be entitled to vote at such class meetings.	Article deleted.
/	Resolutions of a class of shareholders shall be passed by votes representing two-thirds or more of the voting rights of shareholders of that class represented at the relevant meeting who, according to Article 58 of the Rules, are entitled to vote thereat.	Article deleted.
/	In the event that the Company convenes a class meeting, the notice period for despatching written notice of such class meeting shall be the same as the notice period convening a non-class meeting as scheduled together with such class meeting. The written notice containing the matters to be considered at the meeting, the date and the place of the meeting shall be given to that class of shareholders whose names appear on the shareholders' register.	Article deleted.

289 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
/	Notice of class shareholders meetings need only be served on shareholders entitled to vote thereat.

To the highest extent possible, class shareholders meetings shall be conducted in a manner similar to shareholders’ general meetings. The provisions of the Articles of Association relating to the conduct of shareholders’ general meetings shall also apply to class meetings. | Article deleted. |
| / | Apart from the holders of other classes of shares, the holders of A shares and holders of Overseas-Listed Foreign-Invested Shares shall be deemed to be holders of different classes of shares.

The special procedures for approval by a class of shareholders shall not apply in the following circumstances:

(1) where the Company issues, upon the approval by special resolution of its shareholders in a general meeting once every twelve (12) months, either separately or concurrently, not more than 20% of each of its issued and outstanding A shares and Overseas-Listed Foreign-Invested Shares that has been issued;

(2) where the Company’s plan to issue A shares and Overseas-Listed Foreign-Invested Shares at the time of its establishment is carried out within fifteen (15) months from the date of approval of the securities authority of the State Council. | Article deleted. |

– 290 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
/	Section 7 Adjournment	Section 76 Adjournment
Article 59	The convener shall ensure that the shareholders’ general meeting continues until the final resolution has been made. If a shareholders’ general meeting is suspended or if it is unable to reach a resolution due to force majeure or other such special reasons, necessary measures shall be taken to resume the shareholders’ general meeting as soon as possible or the shareholders’ general meeting shall be directly adjourned and the same shall be announced in a timely manner. Meanwhile, the convener shall report the same to the branch office of the securities regulatory authorities of the State Council where the Company is domiciled and the stock exchanges.	The convener shall ensure that the shareholders’ general meeting continues until the final resolution has been made. If a shareholders’ general meeting is suspended or if it is unable to reach a resolution due to force majeure or other such special reasons, necessary measures shall be taken to resume the shareholders’ general meeting as soon as possible or the shareholders’ general meeting shall be directly adjourned and the same shall be announced in a timely manner. Meanwhile, the convener shall report the same to the branch office of the securities regulatory authorities of the State Council where the Company is domiciled and the Shanghai Stock Exchangestock exchanges.
/	Section 8 Subsequent Matters	Section 87 Subsequent Matters
Article 61	The minutes of the meeting shall be signed by directors, supervisors, secretary to the board of directors, convener or its representatives and the chairperson of the meeting attending the meeting who shall ensure that the minutes of the meeting are true, accurate and complete. The minutes together with the valid materials including the signature book of shareholders attending the meeting, the instrument of proxy and the voting via Internet and other methods shall be filed with the Company and shall be kept by the secretary to the board of directors in accordance with the filling management system of the Company. The minutes of the meeting shall be kept for at least ten (10) years from the date of the meeting.	The minutes of the meeting shall be signed by directors, supervisors, secretary to the board of directors, convener or its representatives and the chairperson of the meeting attending or present at the meeting who shall ensure that the minutes of the meeting are true, accurate and complete. The minutes together with the valid materials including the signature book of shareholders attending the meeting, the instrument of proxy and the voting via Internet and other methods shall be filed with the Company and shall be kept by the secretary to the board of directors in accordance with the filling management system of the Company. The minutes of the meeting shall be kept for at least ten (10) years from the date of the meeting.

291 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 62	The resolutions of the shareholders’ general meeting shall be announced promptly. Such announcement shall specify the number of shareholders and proxies present at the meeting, the total number of voting shares held by them, the percentage of such voting shares in relation to all the voting shares of the Company, the total number of shares required by the securities regulatory authorities in the place where the Company’s shares are listed to abstain from voting in favor and/or abstain from voting (if any), whether shareholders required to abstain from voting have in fact abstained, the voting methods, the voting result of each proposal, details of each resolution passed and the identities of scrutineers for vote-counting.

If the proposal is not passed, or the resolution of the previous shareholders’ general meeting is changed at this shareholders’ general meeting, a special notice shall be made in the announcement of the resolution of the shareholders’ general meeting. | The resolutions of the shareholders’ general meeting shall be announced promptly. Such announcement shall specify the number of shareholders and proxies present at the meeting, the total number of voting shares held by them, the percentage of such voting shares in relation to all the voting shares of the Company, the total number of shares required by the sSecurities rRegulatory aAuthorities in the places where the Company’s shares are listed to abstain from voting in favor and/or abstain from voting (if any), whether shareholders required to abstain from voting have in fact abstained, the voting methods, the voting result of each proposal, details of each resolution passed and the identities of scrutineers for vote-counting.

If the proposal is not passed, or the resolution of the previous shareholders’ general meeting is changed at this shareholders’ general meeting, a special notice shall be made in the announcement of the resolution of the shareholders’ general meeting. |
| Article 63 | If a resolution on the distribution of a cash dividend, bonus shares or the capitalisation of the capital common reserve has been passed at a shareholders’ general meeting, the Company will implement such resolution within two (2) months after the conclusion of shareholders’ general meeting. | If a resolution on the distribution of a cash dividend, bonus shares or the capitalisation of the capital common reserve has been passed at a shareholders’ general meeting, the Company will implement such resolution within two (2) months after the conclusion of shareholders’ general meeting. |

292 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
Article 64	If a resolution passed at the shareholders’ general meeting of the Company violates the laws or administrative regulations, the shareholders shall have the right to submit a petition to the People’s Court to render such resolution invalid (the provisions of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares).

If the procedures for convening, or the method of voting at, a shareholders’ general meeting violate the laws, administrative regulations or the Articles of Association, or the contents of a resolution violate the Articles of Association, shareholders shall have the right to submit a petition to the People’s Court to revoke such resolution within sixty (60) days from the date on which such resolution is made (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares). | If a resolution passed at the shareholders’ general meeting of the Company violates the laws or administrative regulations, the shareholders shall have the right to submit a petition to the People’s Court to render such resolution invalid (the provisions of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares).

– 293 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
		Where relevant parties such as the board of directors and shareholders have a dispute over the validity of the resolution of the shareholders' meeting, they shall promptly file a lawsuit with the People's Court. Before the People's Court makes a judgement or ruling to revoke the resolution or any other relevant judgment or ruling, the relevant parties shall implement the resolution of the shareholders' meeting. The Company, directors and senior management personnel shall faithfully perform their duties to ensure the normal operation of the Company.

Where the People's Court makes a judgement or ruling on relevant matters, the Company shall perform its information disclosure obligations in accordance with laws, administrative regulations, and the rules of the Securities Regulatory Authorities in the places where the Company's shares are listed, fully explain the impact, and actively cooperate with the enforcement after the judgement or ruling takes effect. If it involves the correction of prior period matters, the Company will promptly make such corrections and fulfill the corresponding information disclosure obligations.

(+The stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares). |

– 294 –

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE SHAREHOLDERS' MEETING

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 5 SUPPLEMENTARY PROVISIONS	CHAPTER 5 SUPPLEMENTARY PROVISIONS
Article 66	The Rules are formulated by the board of directors and shall become effective upon the approval of the shareholders’ general meeting. Any changes or amendments to the Rules shall be approved by the shareholders’ general meeting by way of special resolution.	The Rules are appended to the Articles of Association, formulated by the board of directors and shall become effective upon the approval of the shareholders’ general meeting. Any changes or amendments to the Rules shall be approved by the shareholders’ general meeting by way of special resolution.
Article 67	In case of any inconsistency between any matters not covered by the Rules and provisions of the laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed and the Articles of Association as stipulated from time to time, the provisions of the latter shall prevail.	In case of any inconsistency between any matters not covered by the Rules and provisions of the laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares stock exchanges where the shares of the Company are listed and the Articles of Association as stipulated from time to time, the provisions of the latter shall prevail.
Article 68	The terms “or more” and “at least” adopted in the Rules shall include the figures listed; “over”, “more than”, “less than”, “lower” or “other than” shall not include the figures listed.	The terms “or more” and “at least” adopted in the Rules shall include the figures listed; “over”, “more than”, “less than”, “lower” or “other than” shall not include the figures listed.

295 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 1 GENERAL PROVISION	CHAPTER 1 GENERAL PROVISION
Article 1	The Rules for the board (the “Board”) of directors (the “Rules”) of China Telecom Corporation Limited (the “Company”) is adopted to further standardise the discussion methods and decision-making procedures of the Board and facilitate that directors and the Board can efficiently perform duties, improve the standard operation and scientific decision-making of the Board, and perfect the corporate governance structure of the Company, pursuant to the Company Law of Peoples’ Republic of China (the “Company Law”), the Securities Law of Peoples’ Republic of China, the Guidelines for the Articles of Association of Listed Companies, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and other applicable laws, regulations, regulatory documents and the relevant requirements of the securities regulatory authorities and stock exchanges where the Company’s shares are listed (the “Relevant Provisions”), as well as the Articles of Association of the Company (“Articles of Association”).	The Rules for the board (the “Board”) of directors (the “Rules”) of China Telecom Corporation Limited (the “Company”) is adopted to further standardise the discussion methods and decision-making procedures of the Board and facilitate that directors and the Board can efficiently perform duties, improve the standard operation and scientific decision-making of the Board, and perfect the corporate governance structure of the Company, pursuant to the Company Law of Peoples’ Republic of China (the “Company Law”), the Securities Law of Peoples’ Republic of China, the Guidelines for the Articles of Association of Listed Companies, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“the Listing Rules of The Stock Exchange of Hong Kong Limited”), and other applicable laws, administrative regulations, regulatory documents and the relevant requirements of the securities regulatory authorities and stock exchanges where the Company’s shares are listed (including stock exchanges, the “Securities Regulatory Authorities in the places where the Company’s shares are listed”)(the “Relevant Provisions”), as well as the Articles of Association of the Company (“Articles of Association”).

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 2	The Company shall have a board of directors; the Board shall be accountable to the shareholders’ general meeting.	The Company shall have a board of directors; the Board shall be accountable to the shareholders’ general meeting.
	Board meetings are the main form of Board resolutions. Participating in Board meetings as required is the basic way for directors to perform their duties.	Board meetings are the main form of Board resolutions. Participating in Board meetings as required is the basic way for directors to perform their duties.
/	CHAPTER 2 POWERS OF THE BOARD	CHAPTER 2 POWERS OF THE BOARD
Article 4	The Board is accountable to the shareholders in general meeting and exercises the following functions and powers: (1) to be responsible for the convening of the shareholders’ general meetings and to report on its work to the shareholders in general meeting;	The Board is accountable to the shareholders in general shareholders’ meeting and exercises the following functions and powers: (1) to be responsible for the convening of the shareholders’ general meetings and to report on its work to the shareholders in general shareholders’ meeting;
	(2) to implement the resolutions passed by the shareholders in general meeting;	(2) to implement the resolutions passed by the shareholders in general meetings shareholders’ meetings;
	(3) to determine the Company’s business plans and investment proposals;	(3) to determine the Company’s business plans, and investment proposals and annual financial budgets;
	(4) to formulate the Company’s annual financial budgets and final accounts;	(4) to formulate the Company’s annual financial budgets and final accounts;
	(5) to formulate the Company’s profit distribution proposal and loss recovery proposal;	(5) to formulate the Company’s profit distribution proposal and loss recovery proposal;

297 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	(6) to formulate the Company’s debt and financial policies, proposals for the increase or reduction of the Company’s registered capital, for the issuance of the Company’s debentures or other securities, and for public offering;	(6) to formulate the Company’s debt and financial policies, proposals for the increase or reduction of the Company’s registered capital, for the issuance of the Company’s debentures or other securities, and for public offering;
	(7) to draw up the Company’s material acquisition and disposal proposals, purchase of the Company’s shares and plans for the merger, division or dissolution of the Company or change of corporate form;	(7) to draw up the Company’s material acquisition and disposal proposals, purchase of the Company’s shares and plans for the merger, division or dissolution of the Company or change of corporate form;
	(8) to determine the matters such as the external investments, acquisitions and disposals of assets, pledge of assets, external guarantees, entrusted financial management product, related-party transactions and external donation;	(8) to determine the matters such as the external investments, acquisitions and disposals of assets, pledge of assets, external guarantees, entrusted financial management product, related-party (connected) transactions (the “related-party transactions”) and external donation within the scope of authorisation by the shareholders’ meeting;
	(9) to decide on the Company’s internal management structure;	(9) to decide on the Company’s internal management structure;

– 298 –

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	(10) to decide on the appointment or removal of the Company’s general manager and to decide on the appointment or removal of the deputy general managers, and financial deputy general manager and other senior management personnel of the Company based on the recommendations of the general manager; to decide on the appointment or removal of the secretary of the Board, and to decide on the remuneration and the awards and penalties of persons above;	(10) to decide on the appointment or removal of the Company’s general manager president and to decide on the appointment or removal of the executive vice presidents deputy general managers, and chief financial officer financial deputy general manager and other senior management personnel of the Company based on the recommendations of the general manager president; to decide on the appointment or removal of the secretary of the Board, and to decide on the remuneration and the awards and penalties of persons above;
	(11) to formulate proposals for amendment of the Articles of Association;	(11) to formulate proposals for amendment of the Articles of Association;
	(12) to formulate the basic management structure of the Company;	(12) to formulate the basic management structure of the Company;
	(13) to manage information disclosures of the Company;	(13) to manage information disclosures of the Company;
	(14) to propose at the shareholders’ general meetings for appointment or replacement of an accountancy firm to conduct an audit for the Company;	(14) to propose at the shareholders’ general meetings for appointment or replacement of an accountancy firm to conduct an audit for the Company;
	(15) listening to the work report of the general manager of the Company and examining the work thereof;	(15) listening to the work report of the general manager president of the Company and examining the work thereof;

– 299 –

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	(16) except matters that the Company Law and the Articles of Association require to be resolved by the shareholders in general meeting, to decide on other material and administrative matters of the Company and to execute other material agreements;	(16) except matters that the Company Law and the Articles of Association require to be resolved by the shareholders in general-shareholders’ meeting, to decide on other material and administrative matters of the Company and to execute other material agreements;
	(17) to perform any other functions or exercise any other powers conferred by the shareholders in general meeting or the Articles of Association.	(17) to perform any other functions or exercise any other powers conferred by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed, the Articles of Association or as authorised by the shareholders’ meetingthe shareholders in general meeting or the Articles of Association.

Matters beyond the scope of authorisation by the shareholders’ meeting shall be submitted to the shareholders’ meeting for consideration. |
| Article 5 | The Board of the Company shall make explanations to the shareholders’ general meeting in relation to the non-standard audit opinions by the certified public accountants in the financial reports of the Company. | The Board of the Company shall make explanations to the shareholders’ general meeting in relation to the non-standard audit opinions by the certified public accountants in the financial reports of the Company. |

– 300 –

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 6	Any related-party transactions between the Company and its related parties that are required to be submitted to the Board for its deliberation in accordance with laws, administrative regulations, relevant regulatory documents, the rules of the stock exchange where the Company’s shares are listed, the Articles of Association and other corporate governance documents, shall be approved by the Board.	Any related-party transactions between the Company and its related parties that are required to be submitted to the Board for its deliberation in accordance with laws, administrative regulations, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed the stock exchange where the Company’s shares are listed, the Articles of Association and other corporate governance documents, shall be approved by the Board. The Company’s material related-party transactions shall be disclosed in accordance with relevant laws, administrative regulations and relevant requirements of the Securities Regulatory Authorities in the places where the Company’s shares are listed.
	The director, affiliated with companies involved in matters resolved by the Board meeting, shall not exercise his/her own voting rights on such resolutions, or represent other directors to do so. A meeting of the Board may be held with the presence of more than half of all the non-related directors. A resolution adopted at such a meeting shall be passed by more than half of all the non-related directors. If the number of non-related directors present is less than three (3), the matter shall be submitted to the shareholders’ general meeting for deliberation.	The director, affiliated with companies involved in matters resolved by the Board meeting, shall promptly report it in writing to the board of directors. The affiliated director shall not exercise his/her own voting rights on such resolutions, or represent other directors to do so. A meeting of the Board may be held with the presence of more than half of all the non-related directors. A resolution adopted at such a meeting shall be passed by more than half of all the non-related directors. If the number of non-related directors present is less than three (3), the matter shall be submitted to the shareholders’ general meeting for deliberation.

301 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	The Company’s material related-party transactions shall be disclosed in accordance with relevant laws, regulations and relevant requirements of the securities regulatory authorities where the Company’s shares are listed.	The Company’s material related-party transactions shall be disclosed in accordance with relevant laws, regulations and relevant requirements of the securities regulatory authorities where the Company’s shares are listed.
Article 7	In the event that the Board makes decisions on market development, mergers and acquisitions, and investments in new areas, for the projects with the investment amounts or the assets acquired through mergers and acquisitions 10% or more of the Company’s total assets, public consulting institutions shall be engaged to provide professional advice as the important basis for the Board’s decision-making.	In the event that the Board makes decisions on market development, mergers and acquisitions, and investments in new areas, for the projects with the investment amounts or the assets acquired through mergers and acquisitions ten percent (10%) or more of the Company’s total assets, public consulting institutions shall be engaged to provide professional advice as the important basis for the Board’s decision-making.

302 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 3 COMPOSITION OF THE BOARD AND SPECIAL COMMITTEES THEREUNDER	CHAPTER 3 COMPOSITION OF THE BOARD AND SPECIAL COMMITTEES THEREUNDER
Article 8	The Board shall consist of twelve (12) directors, and among the members of the board of directors, external directors (referring to directors who do not hold any positions within the Company, the same below) should account for half or more of the board members, of which independent non-executive directors (hereinafter referred to as “independent directors”, representing directors who do not have any direct or indirect interest in the Company, substantial shareholders or de facto controllers, or any other relationships that may affect its independent and objective judgment and do not hold any positions within the Company) shall account for not less than one third of the board members. Independent directors shall include at least one accounting professional who meets the requirements of the securities regulatory rules of the place where the Company is listed.	The Board shall consist of twelve (12) directors,-. The directors need not hold shares in the Company. and aAmong the members of the board of directors, external directors (referring to directors who do not hold any positions within the Company, the same below) should account for half or more of the board members, of which independent non-executive directors (hereinafter referred to as “independent directors”, representing directors who do not have any direct or indirect interest in the Company, substantial shareholders or de facto controllers, or any other relationships that may affect its independent and objective judgment and do not hold any positions within the Company) shall account for not less than one third of the board members. Independent directors shall include at least one (1) accounting professional who meets the requirements of the securities regulatory rules of the place where the Company is listed rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed. The members of the board of directors shall include one (1) employee director, who shall be democratically elected by the employees of the Company through employees’ representative meeting or other means; the total number of executive directors and employee directors shall not exceed half of the total number of directors of the Company.

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 9	The Board shall have one (1) Chairperson, who may be elected or removed by more than half of all directors.	The Board shall have one (1) Chairperson, who shall be elected by the board of directors by more than half of the votes of all directors may be elected or removed by more than half of all directors.
	The Chairperson of the Board shall exercise the following powers:	The Chairperson of the Board shall exercise the following powers:
	(1) to preside over shareholders’ general meetings, to convene and preside over meetings of the Board and to arrange the chairperson of the specialised committees under the Board (or the convener) to answer questions at the shareholders’ general meeting, and if the chairperson of the specialised committees under the Board (or the convener) is absent, other members of the specialised committee shall answer questions on his/her behalf;	(1) to preside over shareholders’ general meetings, to convene and preside over meetings of the Board and to arrange the chairperson of the specialised special committees under the Board (or the convener) to answer questions at the shareholders’ general meeting, and if the chairperson of the specialised special committees under the Board (or the convener) is absent, other members of the specialised special committee shall answer questions on his/her behalf;
	(2) to organise the implementation of the duties of the Board and to check on the implementation status of resolutions passed by the Board at its meetings;	(2) to organise the implementation of the duties of the Board and to check on the implementation status of resolutions passed by the Board at its meetings;
	(3) to sign important documents of the Board, and other documents that should be signed by the legal representative of the company;	(3) to sign important documents of the Board, and other documents that should be signed by the legal representative of the company;
(4) to exercise other powers conferred by the Board.	(4) to exercise other powers conferred by the Board.

– 304 –

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	When the Chairperson is unable to exercise his/her powers, such powers shall be exercised by the director who has been designated by the Chairperson to exercise such powers on his/her behalf. If the Chairperson fails to perform his/her power and to designate other directors to exercise such powers on his/her behalf for any reason, a director can be jointly elected by half or more of the directors to perform such powers on the Chairperson’s behalf.	When the Chairperson is unable to exercise his/her powers, such powers shall be exercised by one (1) the director who has been designated by the Chairperson to exercise such powers on his/her behalf. If the Chairperson fails to perform his/her power and to designate other directors to exercise such powers on his/her behalf for any reason, one (1) a director can be jointly elected by more than half or more of the directors to perform such powers on the Chairperson’s behalf.
Article 10	Directors shall be elected or replaced at the shareholders’ general meeting for a term of three (3) years. At the expiry of a director’s term, the director may stand for re-election and reappointment for a further term. However, independent directors shall not serve for more than six (6) consecutive years.	Employee directors shall be democratically elected or replaced by the employees’ representative meeting of the Company or other means, and other directors Directors shall be elected or replaced at the shareholders’ general meeting for a term of three (3) years. At the expiry of a director’s term, the director may stand for re-election and reappointment for a further term. However, independent directors shall not serve for more than six (6) consecutive years.

305 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	If the term of office of a director expires but reelection is not made responsively, or where the total number of members of the Board is lower than the minimum quorum due to the resignation of any director, the said director shall continue fulfilling the duties as director pursuant to laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed and the Articles of Association until a newly elected director assumes office.	The term of a director shall be calculated from the date upon which the director assumes office to the expiry of the current board of directors.

If the term of office of a director expires but reelection is not made responsively, or where the total number of members of the Board is lower than the minimum quorum due to the resignation of any director, the said director shall continue fulfilling the duties as director pursuant to laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed and the Articles of Association until a newly elected director assumes office. |
| | Directors may concurrently serve as managers or other senior management, but the total number of directors who concurrently serve as managers or other senior management and directors who are employee representatives shall not exceed half of the total number of directors of the Company. | Directors may concurrently serve as managers or other senior management, but the total number of directors who concurrently serve as managers or other senior management and directors who are employee representatives shall not exceed half of the total number of directors of the Company. |
| | | The Chairperson shall be elected by a majority of all directors, and the term of office of the Chairperson shall be three (3) years, and upon expiry of the term, the Chairperson may stand for re-election and reappointment for a further term. |

306 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 11		The directors may resign before the expiration of the term of office. The resigning director shall submit a written resignation report to the Company. The resignation shall take effect on the date the Company receives the resignation report, and the Company shall disclose the relevant situation within two (2) trading days.

If the resignation of a director leads to the following circumstances, the original director shall continue to perform the duties of a director in accordance with laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed and the Articles of Association, until the newly elected director takes office: |

307 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
		(1) where the term of office of a director has expired and no re-election has been carried out in a timely manner, or where a director resigns during his/her term of office, resulting in the number of members of the board of directors falling below the minimum number required by law;
(2) the resignation of an audit committee member results in the number of audit committee members falling below the minimum number required by law, or there is a lack of accounting professionals.
(3) the proportion of independent directors on the Company’s board of directors or its special committees does not comply with laws, administrative regulations or the provisions of the Articles of Association, or there is a lack of accounting professionals among the independent directors, due to the resignation of an independent director.

– 308 –

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	Subject to the provisions of relevant laws and administrative regulations, the shareholders’ general meeting may by ordinary resolution remove any director prior to the expiration of such director’s term of office. However, such director’s right to claim for damages pursuant to any contract due to his/her loss of office shall not be affected.	Subject to compliance with the provisions of relevant laws and administrative regulations and the Articles of Association, the shareholders’ general meeting may by ordinary resolution remove any director prior to the expiration of such director’s term of office and such removal shall take effect on the date of passing the resolution. However, such director’s right to claim for damages pursuant to any contract entered into with the Company shall not be affected. A director may claim compensation from the Company if he or she is removed from office before the expiration of the term without a legitimate reason. However, such director’s right to claim for damages pursuant to any contract due to his/her loss of office shall not be affected.
	The directors need not to hold shares in the Company.	The directors need not to hold shares in the Company.

– 309 –

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 12	The directors may, before the expiration of the term of office, tender their resignations; they shall submit their resignation report in writing to the Board. The Board will disclose the relevant situation within two (2) trading days.

Except for otherwise prescribed in the Articles of Association or the Rules, the resignation of the director shall take effect once the resignation report is served to the Board unless a later resignation effective date is specified in the resignation report.

If a director attends less than two-thirds of the number of board meetings in person within a year, the supervisory committee shall review his/her performance of duties, resolve and make an announcement on whether he/she fulfils his/her duties with diligence. | The directors may, before the expiration of the term of office, tender their resignations; they shall submit their resignation report in writing to the Board. The Board will disclose the relevant situation within two (2) trading days.

310 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	If any director fails to attend the meetings of the Board in person or by proxy for two (2) consecutive times, the said director shall be deemed incapable of performing his/her duties, and the Board shall suggest that the shareholders’ general meeting remove the said director. Attendance in person includes attending physical meetings or attending meetings by telecommunication means.	If any director fails to attend the meetings of the Board in person or by proxy for two (2) consecutive times, the said director shall be deemed incapable of performing his/her duties, and the Board shall suggest that the shareholders’ general meeting remove the said director. Attendance in person includes attending physical meetings or attending meetings by telecommunication means.
		If any director fails to attend the meetings of the board of directors in person for two (2) consecutive times, or if the number of meetings not attended in person exceeds half of the total number of board meetings during any consecutive twelve (12) months of his/her term of office, the director shall provide a written explanation and make a public disclosure.
Article 13	If the board of directors appoints a new director to fill a vacancy on the board, such person, who is appointed by the board of directors to fill the temporary vacancy or increase the number of board members, shall hold office only until the first annual general meeting after his or her appointment and shall be eligible for re-election at that time, provided that it does not violate the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the Stock exchange where the Company’s shares are listed.	If the board of directors appoints a new director to fill a vacancy on the board, such person, who is appointed by the board of directors to fill the temporary vacancy or increase the number of board members, shall hold office only until the first annual general meeting after his or her appointment and shall be eligible for re-election at that time, provided that it does not violate the laws, administrative regulations, departmental rules, relevant regulatory documents and the rules of the Securities Regulatory Authorities in the places stock exchange where the Company’s shares are listed.

311 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 14	When the resignation of a director takes effect or his/her term of office expires, he/she shall complete all transfer procedures and submit them to the Board. His/her duty of loyalty to the Company and shareholders will not be automatically terminated after the end of his/her term, but will remain valid within the reasonable period stipulated in the Articles of Association.	The Company shall establish a system for the administration of directors’ departure from office, specifying the safeguard measures to ensure accountability and recover of losses in respect of unfulfilled public commitments and other outstanding matters. When the resignation of a director takes effect or his/her term of office expires, he/she shall complete all transfer procedures and submit them to the Board. His/her duty of loyalty to the Company and shareholders will not be automatically terminated after the end of his/her term, but will remain valid within the reasonable period stipulated in the Articles of Association. The duty of confidentiality in respect of trade secrets of the Company survives the termination of his/her tenure. The duration of other duties shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and the director’s departure, and the circumstances and conditions under which the relationship with the Company is terminated.

The liabilities to be borne by a director for performing his/her duties during his/her term of office shall not be exempted or terminated by his/her departure. |

312 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 15	The Board shall have such special committees, including the Audit Committee, the Nomination Committee and the Remuneration Committee. Special committees (or “specialised committees”) shall be accountable to the Board, perform duties in accordance with these Rules and the authorisation of the Board and submit proposals for the consideration and decision of the board of directors. All members of special committees shall be comprised of directors, among which independent directors shall account for more than half of the members and act as the convener in the audit, nomination and remuneration committees. Members of the audit committee shall be directors who do not serve as senior management of the Company, and the convener of the audit committee shall be a person specialised in accountancy. The Board shall be accountable to the formulation of working procedures of special committees to regulate their operations.	The Board of the Company shall set up have such special committees, including the Audit Committee, the Nomination Committee and the Remuneration Committee, and where necessary, -Sother special committees (or, “specialised committees”) may be established (collectively referred to as “special committees”). Special committees shall be accountable to the Board, shall perform duties in accordance with the Articles of Association these Rules and the authorisation of the Board and submit proposals for the consideration and decision of the board of directors.

All members of special committees shall be comprised of directors, among which independent directors shall account for more than half of the members and act as the convener in the audit committee, nomination committee and remuneration committees. Members of the audit committee shall be directors who do not serve as senior management of the Company, and the convener of the audit committee shall be a person specialised in accountancy.

The Board shall be accountable to the formulation of working procedures of special committees to regulate their operations. |

313 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 16	Newly-added Article	The board of directors of the Company shall set up an audit committee to exercise the functions and powers of the supervisory committee as stipulated in the Company Law.

Members of the audit committee shall consist of three (3) or more directors who are not senior management personnel of the Company, among whom independent directors shall constitute more than half of the members, and an accounting professional among the independent directors shall serve as the convener. Employee directors may become members of the audit committee.

The composition of the audit committee shall comply with the applicable requirements of the Listing Rules of The Stock Exchange of Hong Kong Limited as amended from time to time. |

314 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 17	Audit Committee
The Audit Committee’s principal duties include:

(1) supervising and evaluating the external audit work and proposing engagement or replacement of the external audit institutions;

(2) supervising and evaluating the internal audit work and taking charge of coordination of the internal and external audits;

(3) reviewing the financial information of the Company and its disclosure;

(4) supervising and evaluating the internal control of the Company;

(5) other duties under laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed, the Articles of Association and the authorisation of the Board from time to time. | Audit Committee
The Audit Committee is responsible for reviewing the financial information of the Company and the disclosure thereof and supervising and assessing the internal and external auditing work and internal control. Its principal duties include:

(1) supervising and evaluating the external audit work and proposing engagement or replacement of the external audit institutions;

(2) supervising and evaluating the internal audit work and taking charge of coordination of the internal and external audits;

(3) reviewing the financial information of the Company and its disclosure;

(4) supervising and evaluating the internal control of the Company;

(5) other duties under laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares stock exchanges where the shares of the Company are listed, the Articles of Association and the authorisation of the Board from time to time. |

315 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
		The following matters shall be submitted to the board of directors for consideration with the approval of more than half of the members of the audit committee:

(1) disclosing financial accounting reports, financial information in periodical reports, and internal control evaluation reports;

(2) appointing or dismissing the accounting firm providing audit services to the Company;

(3) appointing or dismissing the person in charge of financial affairs of the Company;

(4) modifying accounting policies or accounting estimates, or correcting material accounting errors due to reasons other than changes in accounting standards;

(5) other matters stipulated by laws, administrative regulations, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed, and the Articles of Association. |

316 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 18	Newly-added Article	The audit committee shall convene at least one (1) meeting quarterly. An extraordinary meeting may be convened upon the proposal of two (2) or more members, or whenever the convener deems it necessary. The meeting of the audit committee shall not be held unless two-thirds or more of its members are present.

A resolution of the audit committee shall be passed by more than half of the members of the audit committee.

Each member of the audit committee shall have one vote in voting on resolutions of the audit committee.

The audit committee resolutions shall be recorded in the minutes of the meeting as required, and the members of the audit committee attending the meeting shall sign the minutes.

The working procedures of the audit committee shall be formulated by the board of directors. |

317 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 19	Remuneration Committee
The Remuneration Committee’s principal duties include:	Remuneration Committee
The Remuneration Committee’s principal duties include formulating appraisal standards for and conducting appraisals of directors and senior management personnel, formulating and reviewing remuneration policies and proposals such as the remuneration determination mechanism, decision-making process, arrangements for payments, suspension and clawback for directors and senior management personnel, and making recommendations to the board of directors in respect of the following matters:
	(1) Study the assessment criteria for directors and senior management personnel, conduct assessments and make recommendations;	(1) Study the assessment criteria for directors and senior management personnel, conduct assessments and make recommendations;
	(2) Research and review the remuneration policies and plans of directors and senior management personnel;	(2) Research and review the remuneration policies and plans of directors and senior management personnel;
		(3) formulation of or amendment to equity incentive plans, employee stock ownership plans, rights granted to recipients of incentives and conditions of exercising rights;

318 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	(3) other duties under laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed, the Articles of Association and the authorisation of the Board from time to time.	(4) arrangement of directors and senior management personnel in relation to stock ownership plans in the subsidiary to be spun-off;
(5) other duties under laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares stock exchanges where the shares of the Company are listed, the Articles of Association and the authorisation of the Board from time to time.

If the board of directors fails to adopt the recommendations of the remuneration committee or does not fully adopt them, the opinions of the remuneration committee and the specific reasons for not adopting them shall be recorded in the board resolutions and disclosed.

The composition of the remuneration committee shall comply with the applicable requirements of the Listing Rules of The Stock Exchange of Hong Kong Limited as amended from time to time. |

319 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 20	Nomination Committee
The principal duties of the Nomination Committee include:	Nomination Committee
The principal duties of the Nomination Committee include formulating the selection criteria and procedures for directors and senior management personnel, selecting and reviewing candidates for directors and senior management personnel and their qualifications, and making recommendations to the board of directors on the following matters:
	(1) Study the selection criteria and procedures of directors and senior management personnel and make suggestions;	(1) Study the selection criteria and procedures of directors and senior management personnel and make suggestions;
	(2) Selection of qualified directors and senior management personnel;	(2) Selection of qualified directors and senior management personnel;
	(3) Review and make recommendations on the candidates for directors and senior management personnel;	(3) Review and make recommendations on the candidates for directors and senior management personnel;

– 320 –

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	(4) other duties under laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed, the Articles of Association and the authorisation of the Board from time to time.	(4) other duties under laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s sharesstock exchanges where the shares of the Company are listed, the Articles of Association and the authorisation of the Board from time to time.

If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, the opinions of the nomination committee and the specific reasons for not adopting them shall be recorded in the board resolutions and disclosed.

The composition of the nomination committee shall comply with the applicable requirements of the Listing Rules of The Stock Exchange of Hong Kong Limited as amended from time to time. |

321 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 4 SECRETARY OF THE BOARD	CHAPTER 4 SECRETARY OF THE BOARD
Article 23	The secretary to the Board shall be a senior management personnel of the Company. The main tasks of the secretary to the Board include:	The secretary to the Company's Board shall be a natural person who has the requisite professional knowledge and experience, and shall be appointed by the board of directors senior management personnel of the Company. The secretary of the board of directors is responsible for matters including the preparation of shareholders' meetings and board meetings of the Company, document safekeeping, management of the Company's shareholder information, and handling information disclosure matters. The main tasks of the secretary to the Board include:
	(1) to assist the directors in the day-to-day work of the Board, to continuously provide the directors with, to remind the directors of and to ensure that the directors understand the regulations, policies and requirements of the foreign and domestic regulatory authorities on the operation of the Company, to assist the directors and the general manager to effectively implement relevant foreign and domestic laws, regulations, the Articles of Association and other relevant regulations when carrying out their duties;	(1) to assist the directors in the day-to-day work of the Board, to continuously provide the directors with, to remind the directors of and to ensure that the directors understand the laws, administrative regulations, policies and requirements of the foreign and domestic regulatory authorities on the operation of the Company, to assist the directors and the president general manager to effectively implement relevant foreign and domestic laws, administrative regulations, the Articles of Association and other relevant regulations when carrying out their duties;

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	(2) to be responsible for the organisation and preparation of documents for board meetings and shareholders' meetings, to take proper meeting minutes, to ensure that the resolutions passed at the meetings comply with statutory procedures and to be knowledgeable about the implementation of the resolutions of the Board;	(2) to be responsible for the organisation and preparation of documents for board meetings and shareholders' meetings, to take proper meeting minutes, to ensure that the resolutions passed at the meetings comply with statutory procedures and to be knowledgeable about the implementation of the resolutions of the Board;
	(3) to be responsible for the organisation and coordination of information disclosure, to coordinate the relationship with investors and to increase transparency of the Company;	(3) to be responsible for the organisation and coordination of information disclosure, to coordinate the relationship with investors and to increase transparency of the Company;
	(4) to participate in the structuring of financing through the capital markets;	(4) to participate in the structuring of financing through the capital markets;
	(5) to handle relations with intermediaries, regulatory authorities and the media, and to maintain good public relations;	(5) to handle relations with intermediaries, regulatory authorities and the media, and to maintain good public relations;
	(6) other matters which the Secretary to the Board is responsible for pursuant to laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the securities regulatory authority where the shares of the Company are listed, the Rules and provisions of the Articles of Association.	(6) other matters which the Secretary to the Board is responsible for pursuant to laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company's shares securities regulatory authority where the shares of the Company are listed, the Rules and provisions of the Articles of Association.
	The office of the Board under the Board shall assist the secretary to the Board in the practical implementation of the day-to-day work of the Board.	The office of the Board under the Board shall assist the secretary to the Board in the practical implementation of the day-to-day work of the Board.

– 323 –

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 25	The Company shall facilitate the secretary to the Board to perform his/her duties, and directors, supervisors, other senior management and related personnel shall support and cooperate with the secretary to the Board in performing his/her duties.	The Company shall facilitate the secretary to the Board to perform his/her duties, and directors, supervisors, other senior management and related personnel shall support and cooperate with the secretary to the Board in performing his/her duties.
/	CHAPTER 5 BOARD MEETING SYSTEM	CHAPTER 5 BOARD MEETING SYSTEM
Article 26	Board meetings include regular Board meetings and extraordinary Board meetings. A Board meeting shall be held at least twice every year and shall be convened by the Chairperson of the Board. All of the directors and supervisors should be notified ten (10) days before the meeting. The Chairperson shall convene the extraordinary meeting of the Board within ten (10) days under the one of the following circumstances: (1) upon request by the shareholders representing one-tenth or more voting rights; (2) upon request by the Chairperson; (3) upon joint request by one-third or more of the directors; (4) upon the deliberation at a special meeting of the independent directors and approval of more than half of the independent directors;	Board meetings include regular Board meetings and extraordinary Board meetings. A Board meeting shall be held at least twice (2) every year and shall be convened by the Chairperson of the Board. All of the directors and supervisors should be notified ten (10) days before the meeting. The Chairperson shall convene the extraordinary meeting of the Board within ten (10) days under the one of the following circumstances: (1) upon request by the shareholders representing one-tenth or more voting rights; (2) upon request by the Chairperson; (3) upon joint request by one-third or more of the directors; (4) upon the deliberation at a special meeting of the independent directors and approval of more than half of the independent directors;

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	(5) upon request by the supervisory committee;	(5) upon request by the supervisory audit committee;
	(6) upon request by the general manager of the Company;	(6) upon request by the president general manager of the Company;
	(7) when other circumstances are required by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed and provisions of the Rules.	(7) when other circumstances are required by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares stock exchanges where the shares of the Company are listed, the Articles of Association and provisions of the Rules.
	When the Board convenes an extraordinary meeting of the Board, the Board shall announce the notice within five (5) days prior to the meeting. In urgent cases where there is a need to convene an extraordinary Board meeting as soon as possible, the notice convening the meeting may be given at any time, but the convener shall make an explanatory statement at the meeting.	When the Board convenes an extraordinary meeting of the Board, the Board shall announce the notice within five (5) days prior to the meeting. In urgent cases where there is a need to convene an extraordinary Board meeting as soon as possible, the notice convening the meeting may be given at any time, but the convener shall make an explanatory statement at the meeting.

325 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 28	Regular Board meetings

(i) Board meetings to approve the Company’s results reports

Board meetings for annual results

The meeting shall be convened within three (3) months following the end of the Company’s accounting year primarily for the consideration of the Company’s annual report, distribution of dividends, appointment of the auditor and other related matters. In convening the meeting, it must be ensured that the Company’s annual report can be delivered to the shareholders within the period as stipulated by relevant securities regulations and the Articles of Association, that the Company’s annual financial results can be announced within the period as stipulated by relevant securities regulations, and that the annual general meeting can be convened within 180 days following the end of the Company’s accounting year. | Regular Board meetings

(i) Board meetings to approve the Company’s results reports

Board meetings for annual results

The meeting shall be convened within three (3) months following the end of the Company’s accounting year primarily for the consideration of the Company’s annual report, distribution of dividends, appointment of the auditor and other related matters. In convening the meeting, it must be ensured that the Company’s annual report can be delivered to the shareholders within the period as stipulated by relevant securities laws, administrative regulations, the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed and the Articles of Association, that the Company’s annual financial results can be announced within the period as stipulated by relevant securities laws, administrative regulations and the rules of the Securities Regulatory Authorities in the places where the Company’s shares are listed, and that the annual general meeting can be convened within 180 days following the end of the Company’s accounting year. |

326 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	2. Board meetings for interim results

The meeting shall be convened within two (2) months following the end of the first six (6) months of the Company’s accounting year primarily for the consideration of the Company’s interim results report and other related matters. | 2. Board meetings for interim results

The meeting shall be convened in the fourth quarter of each year. The matters to be considered generally include: (1) the implementation of the annual budget; (2) the operating budget for the next year; (3) the financing budget for the next year; (4) the investing budget for the next year; and (5) the renewal of connected transaction agreements and the annual caps for future years, etc. | (ii) Board meetings for year-end work review

327 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 29	Proposals of Board meetings shall be primarily based on the following:
(i) matters proposed by the directors;
(ii) matters proposed by the supervisory committee;
(iii) matters proposed by the special committees under the Board, etc;
(iv) other matters as required by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchanges where the shares of the Company are listed and the Rules.	Proposals of Board meetings shall be primarily based on the following:
(i) matters proposed by the directors;
(ii) matters proposed by the supervisory audit committee;
(iii) matters proposed by the special committees under the Board, etc;
(iv) other matters as required by laws, administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company’s shares stock exchanges where the shares of the Company are listed and the Rules.

328 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 31	The Board meetings shall be convened by the chairperson of the Board, who shall issue the notice to convene the meeting. If the chairperson of the Board fails to convene the meeting due to special reasons, the chairperson of the Board shall designate an executive director to convene the meeting. If the chairperson of the Board fails to convene the meeting and has not designated such a replacement to convene the meeting, the meeting shall be convened by a director jointly elected by half or more of the directors, who is then responsible for issuing the notice to convene the meeting.	The Board meetings shall be convened by the chairperson of the Board, who shall issue the notice to convene the meeting. If the chairperson of the Board fails to exercise his/her powersconvene the meeting due to special reasons, such powers shall be exercised by one (1) director who has been designated by the chairperson to exercise such powers on his/her behalf the chairperson of the Board shall designate an executive director to convene the meeting. If the chairperson of the Board fails to perform his/her powers or designate other directors to exercise such powers on his/her behalf for any reasonconvene the meeting and has not designated such a replacement to convene the meeting, one (1) director can be jointly elected by more than half of the directors to perform such powers on the chairperson’s behalfthe meeting shall be convened by a director jointly elected by half or more of the directors, who is then responsible for issuing the notice to convene the meeting.

329 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 33	After issuing the Board meeting notice and before convening the meeting, the secretary to the Board shall be responsible for or arrange the communication and contact with all directors, seek the directors’ opinions or recommendations on the proposals of the meeting, and inform the proposal initiators of such opinions or recommendations in a timely manner to allow them to improve on their proposals. Upon request by a director, the secretary to the Board shall also coordinate and arrange the required supplementary materials for the directors’ decision-making on the proposals to be considered in a timely manner. Such material may include but is not limited to relevant background materials of the proposals of the meeting.	After issuing the Board meeting notice and before convening the meeting, the secretary to the Board shall be responsible for or arrange the communication and contact with all directors, seek the directors’ opinions or recommendations on the proposals of the meeting, and inform the proposal initiators of such opinions or recommendations in a timely manner to allow them to improve on their proposals. Upon request by a director, the secretary to the Board shall also coordinate and arrange the required supplementary materials for the directors’ decision-making on the proposals to be considered in a timely manner. Such material may include but is not limited to relevant background materials of the proposals of the meeting.

330 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	If one fourth or more of the directors or two (2) or more external directors (including independent directors) are of the opinion that the materials for the proposals are insufficient or the arguments are not clear, the directors can jointly propose in writing to postpone the consideration of the proposals or to postpone the Board meeting, which shall be adopted by the Board. Unless such requests are proposed directly at the Board meeting, the secretary to the Board shall issue notice to directors, supervisors and other attendants in a timely manner after reception of written requests to postpone the consideration or the Board meeting jointly proposed by the directors.	If one fourth or more of the total number of directors or two (2) or more external directors (including independent directors) consider that the materials provided are not sufficient or the supporting arguments are not clear, they may jointly propose in writing to postpone the meeting or postpone the discussion of certain matters on the agenda of the meeting and the board of directors shall accept such proposal directors or two (2) or more external directors (including independent directors) are of the opinion that the materials for the proposals are insufficient or the arguments are not clear, the directors can jointly propose in writing to postpone the consideration of the proposals or to postpone the Board meeting, which shall be adopted by the Board. Unless such requests are proposed directly at the Board meeting, the secretary to the Board shall issue notice to directors, supervisors and other attendants in a timely manner after reception of written requests to postpone the consideration or the Board meeting jointly proposed by the directors.
Article 35	The accidental omission to give notice of a meeting to, or the failure to receive the notice of a meeting by, any person entitled to receive such notice shall not invalidate the meeting and the resolutions adopted thereat.	The accidental omission to give notice of a meeting to, or the failure to receive the notice of a meeting by, any person entitled to receive such notice shall not solely invalidate the meeting and the resolutions adopted thereat.

331 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 36	Unless otherwise stipulated in the Articles of Association or these Rules, Board meetings may be held only if more than half of the directors (including any alternate director appointed pursuant to relevant provisions of the Articles of Association) attend.

Directors shall attend the Board meetings in person. If a director cannot attend a meeting due to any reasons, he/she may appoint another director in writing to attend the meeting and vote on his/her behalf, the instrument of proxy shall state the name of the appointee, matters to be handled by the proxy, the scope of authorisation and the effective period, and such instrument shall be signed or sealed by the appointing director (however, if an independent director is unable to attend the meeting in person, he/she shall authorise another independent director to attend the meeting on his/her behalf). A director may not accept the proxies of more than two directors to attend the meeting on his/her behalf at a board meeting. Independent directors shall not appoint non-independent directors as a proxy to attend the meeting on his/her behalf. When voting matters are involved, the principal shall clearly state in the proxy form whether he/she agrees, opposes or abstains from voting on each matter. Directors shall not give or accept proxies without voting intention, proxies with full authorisation or proxies with unclear scope of authorisation. | Unless otherwise stipulated in the Articles of Association or these Rules, Board meetings may be held only if more than half of the directors (including any alternate director appointed pursuant to relevant provisions of the Articles of Association) attend.

Directors shall attend the Board meetings in person. If a director cannot attend a board meeting due to any reasons, he/she may appoint another director in writing to attend the board meeting and vote on his/her behalf, the instrument of proxy shall state the name of the appointee, matters to be handled by the proxy, the scope of authorisation and the effective period, and such instrument shall be signed or sealed by the appointing director (however, if an independent director is unable to attend the meeting in person, he/she shall authorise another independent director to attend the meeting on his/her behalf). A One (1) director may not accept the proxies of more than two (2) directors to attend the meeting on his/her behalf at one (1) board meeting. Independent directors shall not appoint non-independent directors as a proxy to attend the meeting on his/her behalf. When voting matters are involved, the principal shall clearly state in the proxy form whether he/she agrees, opposes or abstains from voting on each matter. Directors shall not give or accept proxies without voting intention, proxies with full authorisation or proxies with unclear scope of authorisation. |

332 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	The Board meeting is presided over by the chairperson. If the chairperson fails to preside over the meeting, the chairperson may designate a director to preside on his/her behalf. If the chairperson of the Board fails to preside over the meeting for some reason, and has not appointed other directors to preside on his/her behalf, more than half or more of the directors may jointly nominate one director to preside over the meeting.	The Board meeting is presided over by the chairperson. If the chairperson fails to preside over the meeting, the chairperson may designate aone (1) director to preside on his/her behalf. If the chairperson of the Board fails to preside over the meeting for some reason, and has not appointed other directors to preside on his/her behalf, more than half or more of the directors may jointly nominate one (1) director to preside over the meeting.
Article 37	Proxy attendance at Board meetings shall follow the principles below:
(1) Where related-party transactions are considered, a non-related Director shall not appoint a related Director to attend the meeting on his/her behalf, and a related Director shall also not accept the appointment of a non-related Director;
(2) An independent Director shall not appoint a non-independent Director to attend the meeting on his/her behalf, and a non-independent Director shall also not accept the appointment of an independent Director;	Proxy attendance at Board meetings shall follow the principles below:
(1) Where related-party transactions are considered, a non-related Director shall not appoint a related Director to attend the meeting on his/her behalf, and a related Director shall also not accept the appointment of a non-related Director;
(2) An independent Director shall not appoint a non-independent Director to attend the meeting on his/her behalf, and a non-independent Director shall also not accept the appointment of an independent Director;

333 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	(3) A Director shall not give any other Director carte blanche to attend the meeting and vote on his/her behalf without providing his/her own opinions and voting intent on the proposals, and the relevant Director shall also not accept the carte blanche or any appointment not well defined;	(3) A Director shall not give any other Director carte blanche to attend the meeting and vote on his/her behalf without providing his/her own opinions and voting intent on the proposals, and the relevant Director shall also not accept the carte blanche or any appointment not well defined;
	(4) One (1) Director shall not accept appointment by more than two (2) Directors, and a Director shall also not appoint any other Director who has been appointed by two (2) other Directors to attend the meeting and vote on his/her behalf.	(4) One (1) Director shall not accept appointment by more than two (2) Directors, and a Director shall also not appoint any other Director who has been appointed by two (2) other Directors to attend the meeting and vote on his/her behalf.
Article 40	The following matters shall be submitted to the board of directors for consideration with the consent of more than half of independent directors of the Company:
(1) affiliated (connected) transactions that shall be disclosed;
(2) the plans of the Company and the relevant parties for modification or waiver of their undertakings;
(3) the decisions made and measures taken by the board of directors of the Company regarding the acquisition, if the Company is to be acquired;	The following matters shall be submitted to the board of directors for consideration with the consent of more than half of independent directors of the Company:
(1) related-party affiliated (connected) transactions that shall be disclosed;
(2) the plans of the Company and the relevant parties for modification or waiver of their undertakings;
(3) the decisions made and measures taken by the board of directors of the Company regarding the acquisition, if the Company is to be acquired;

– 334 –

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	(4) other matters as required by laws and regulations, the rules of the securities regulatory authority and stock exchanges where the Company’s shares are listed and the Articles of Association.	(4) other matters as required by laws, administrative and regulations, the rules of the Securities Regulatory Authorities in the places where the Company’s shares securities regulatory authority and stock exchanges where the Company’s shares are listed and the Articles of Association.
	The matter as specified in paragraph one of this Article shall be considered at a special meeting of independent directors.	The matter as specified in paragraph one of this Article shall be considered at a special meeting of independent directors.
	In addition to the provisions in the preceding paragraph, independent directors have the right to express independent opinions if they believe that the specific cash dividend distribution plan may damage the rights and interests of the Company or its minority shareholders. If the board of directors fails to adopt the opinions of independent directors or does not fully adopt them, the opinions of independent directors shall be recorded in the board resolutions, and the opinions of independent directors and the specific reasons for not adopting them shall be disclosed in the announcement of board resolutions.	In addition to the provisions in the preceding paragraph, independent directors have the right to express independent opinions if they believe that the specific cash dividend distribution plan may damage the rights and interests of the Company or its minority shareholders. If the board of directors fails to adopt the opinions of independent directors or does not fully adopt them, the opinions of independent directors shall be recorded in the board resolutions, and the opinions of independent directors and the specific reasons for not adopting them shall be disclosed in the announcement of board resolutions.

335 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
/	A supervisor may be present at the Board meeting. The general manager and secretary to the Board who are not directors shall also be present at the Board meeting. Other relevant persons may be notified to be present at the Board meeting if considered necessary by the chairperson. Attendees shall have the right to express opinions on relevant topics, but they do not have the right to vote.

A supervisor may raise questions or suggestions on matters resolved by the Board. | Article deleted. |
| Article 41 | When making decisions on significant matters of the Company, the Board shall first seek advice from the Party organisation. When the Board appoints the senior management personnel of the Company, the Party organisation shall consider and provide comments on the candidates for management positions nominated by the Board or the general manager, or recommend candidates to the Board and/or the general manager. | When making decisions on significant matters of the Company, the Board shall first seek advice from the Party organisation. When the Board appoints the senior management personnel of the Company, the Party organisation shall consider and provide comments on the candidates for management positions nominated by the Board or the general manager president, or recommend candidates to the Board and/or the general manager president. |

– 336 –

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 42	If a director fails to attend a Board meeting in person or by proxy, he/she shall be deemed to have waived his/her rights to vote at the meeting.

In the case of equal number of votes for and against a resolution, the Chairperson of the Board is entitled to cast one (1) more vote. | If a director fails to attend a Board meeting in person or by proxy, he/she shall be deemed to have waived his/her rights to vote at the meeting.

In the case of equal number of votes for and against a resolution, the Chairperson of the Board is entitled to cast one (1) more vote. |
| Article 46 | The directors shall be liable for the resolutions of the Board. If a resolution of the Board violates the laws, administrative regulations or the Company’s Articles of Association and the Company suffers serious losses as a result, the directors casting in favour are liable for direct liability (including liability for compensation). However, if it has been proven that a director expressly objected to the resolution when the resolution was voted on, and that such objection was recorded in the minutes of the meeting, such director may be released from such liability. | The directors shall be liable for the resolutions of the Board. If a resolution of the Board violates the laws, administrative regulations or the Company’s Articles of Association or resolutions of the shareholders’ meeting, causing and the Company suffers serious losses to the Company as a result, the directors who participated in the passing of such resolutions casting in favour are liable to compensate the Company for such losses for direct liability (including liability for compensation). However, if it has been proven that a director expressly objected to the resolution when the resolution was voted on, and that such objection was recorded in the minutes of the meeting, such director may be released from such liability. |

337 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 47	If a resolution passed at the Board meeting of the Company 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 invalid (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-listed Foreign-Invested Shares).

If the content of a Board resolution violates laws, administrative regulations or the provisions of the China Securities Regulatory Commission, the supervisory committee shall request the Board to make corrections, and the management shall refuse to implement the same.

If the procedures for convening, or the method of voting at, a 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 have the right to submit a petition to the People’s Court to revoke such resolution within sixty (60) days from the date on which such resolution is made (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-listed Foreign-Invested Shares). | If a resolution passed at the Board meeting of the Company 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 invalid (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-listed Foreign-Invested Shares).

If the procedures for convening, or the method of voting at, a 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 have the right to submit a petition to the People’s Court to revoke such resolution within sixty (60) days from the date on which such resolution is made, save where the convening procedures or voting methods for board meetings only have minor defects and do not have substantive impact on the resolution. (the stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-listed Foreign-Invested Shares). |

– 338 –

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
		Where relevant parties such as the board of directors and shareholders have a dispute over the validity of the resolution of the shareholders’ meeting, they shall promptly file a lawsuit with the People’s Court. Before the People’s Court makes a judgement or ruling to revoke the resolution or any other relevant judgment or ruling, the relevant parties shall implement the resolution of the shareholders’ meeting. The Company, directors and senior management personnel shall faithfully perform their duties to ensure the normal operation of the Company.

The stipulations of the rules for dispute resolution under the Articles of Association shall be applicable to holders of Overseas-Listed Foreign-Invested Shares. |

– 339 –

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
Article 48	The minutes of the Board meeting, which are the formal evidence for the resolutions of the Board, shall be made in detail in Chinese. The minutes of the Board meeting shall contain the following information:	The minutes of the Board meeting; which are the formal evidence for the resolutions of the Board. The Board shall keep minutes of matters considered and resolutions passed at the Board meeting, shall be made in detail in Chinese. The minutes of the Board meeting shall contain the following information:
	(1) the date, venue, the names of the convener and chairperson of the meeting;	(1) the date, venue, the names of the convener and chairperson of the meeting;
	(2) the names of the directors attending the meeting in person or by proxy and the names of their proxies;	(2) the names of the directors attending the meeting in person or by proxy and the names of their proxies;
	(3) agenda of the meeting;	(3) agenda of the meeting;
	(4) Directors’ speech points (for a meeting by written resolution, the directors’ opinions in writing shall prevail);	(4) Directors’ speech points (for a meeting by written resolution, the directors’ opinions in writing shall prevail);
	(5) the voting method and result of each proposed resolution (the result of the voting shall set out the respective number of the votes of assenting, dissenting or abstention);	(5) the voting method and result of each proposed resolution (the result of the voting shall set out the respective number of the votes of assenting, dissenting or abstention);
	(6) other matters deemed as necessary by the directors to be recorded;	(6) other matters deemed as necessary by the directors to be recorded;
	(7) signatures of the directors.	(7) signatures of the directors.

– 340 –

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	Opinions expressed by independent directors shall be listed in the Board resolutions and recorded in the minutes of Board meeting, and independent directors shall sign the meeting minutes for confirmation.	Opinions expressed by independent directors shall be listed in the Board resolutions and recorded in the minutes of Board meeting, and independent directors shall sign the meeting minutes for confirmation.
	The secretary to the Board shall carefully organise the records and sort out the matters discussed at the meeting. The minutes of each Board meeting shall be provided to all attending directors to review promptly. Directors who wish to amend or supplement the minutes shall submit the proposed amendments to the chairperson in writing within one week after the receipt of the meeting minutes. The minutes shall be signed by the directors present at the meeting, the secretary to the Board and the person who recorded the minutes after they are finalised. The minutes of Board meetings shall be kept at the registered address of the Company in the PRC and a complete copy of the minutes shall be promptly sent to each director. Minutes of the Board meetings shall be kept by the secretary of the Board and filed with the Company for at least ten (10) years from the date of the meeting.	The Secretary to the Board shall carefully organise the records and sort out the matters discussed at the meeting. The minutes of each Board meeting shall be provided to all attending the directors to review promptly for them to express their opinions. Directors who wish to amend or supplement the minutes shall submit the proposed amendments to the chairperson in writing within one week after the receipt of the meeting minutes. The minutes shall be signed by the directors present at the meeting, the secretary to the Board and the person who recorded the minutes after they are finalised. The minutes of Board meetings shall be kept at the registered address of the Company in the PRC and a complete copy of the minutes shall be promptly sent to each director. Minutes of the Board meetings shall be kept by the secretary of the Board and filed with the Company for at least ten (10) years from the date of the meeting.

341 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
	The meeting files of the Board, including the meeting notices and materials, letters of authorisation for directors to attend, meeting recordings, the meeting resolution record, etc. that have been signed by the participating directors, shall be kept by the establishments of the Board. These meeting files may be inquired by directors and regulatory authorities at any time.	The meeting files of the Board, including the meeting notices and materials, letters of authorisation for directors to attend, meeting recordings, the meeting resolution record, etc. that have been signed by the participating directors, shall be kept by the establishments of the Board. These meeting files may be inquired by directors and regulatory authorities at any time.
Article 50	If the proposal is not approved, the Board shall not consider any proposal with the same content within one (1) month if the relevant conditions and factors have not changed significantly.	If the proposal is not approved, the Board shall not consider any proposal with the same content within one (1) month if the relevant conditions and factors have not changed significantly.

342 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 6 INFORMATION DISCLOSURE AT BOARD MEETINGS	CHAPTER 6 INFORMATION DISCLOSURE AT BOARD MEETINGS
Article 51	The Board of the Company shall strictly comply with the requirements on information disclosure as stipulated by the regulatory authorities and stock exchanges where the securities of the Company are listed, and disclose disclosable matters which arise in the discussion or resolutions of the Board meetings in a comprehensive, timely and accurate manner. Information involving material matters shall be reported to stock exchanges within the prescribed period in accordance with relevant regulatory requirements, and shall be filed with relevant regulatory departments.	The Board of the Company shall strictly comply with the requirements on information disclosure as stipulated by the laws, administrative regulations, and the rules of the Securities Regulatory Authorities in the places where the Company's shares regulatory authorities and stock exchanges where the securities of the Company are listed, and disclose disclosable matters which arise in the discussion or resolutions of the Board meetings in a comprehensive, timely and accurate manner. Information involving material matters shall be reported to stock exchanges in the places where the Company's shares are listed within the prescribed period in accordance with relevant regulatory requirements, and shall be filed with relevant Securities Regulatory Authorities in the places where the Company's shares are listed regulatory departments.

343 -

APPENDIX III

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF THE BOARD OF DIRECTORS

Article No. After Amendment	Article Before Amendment	Amended Article
/	CHAPTER 7 SUPPLEMENTARY	CHAPTER 7 SUPPLEMENTARY
Article 55	In case of any inconsistency between any matter not covered by these Rules and provisions of laws and administrative regulations, departmental rules, relevant regulatory documents, the rules of the stock exchange where the shares of the Company are listed as promulgated from time to time and the Articles of Association, the provisions of the latter shall prevail.	In case of any inconsistency between any matter not covered by these Rules and provisions of laws and administrative regulations, departmental rules, relevant regulatory documents, the rules of the Securities Regulatory Authorities in the places where the Company's shares stock exchange where the shares of the Company are listed as promulgated from time to time and the Articles of Association, the provisions of the latter shall prevail.
Article 56	These Rules were prepared by the Board, and take effect upon the approval of the shareholders' general meeting, and any changes and amendment thereof shall be approved by a special resolution at the shareholders' general meeting.	These Rules were are appended to the Articles of Association, prepared by the Board, and take effect upon the approval of the shareholders' general meeting, and any changes and amendment thereof shall be approved by a special resolution at the shareholders' general meeting.
Article 57	Terms “or more”, “at least” and “before” as mentioned herein shall include the figures listed; “over”, “more than”, “less than”, or “lower than” shall not include the figures listed.	Terms “or more”, “at least” and “before” as mentioned herein shall include the figures listed; “over”, “more than”, “less than”, or “lower than” shall not include the figures listed.

NOTICE OF EXTRAORDINARY GENERAL MEETING

中国电信

China Telecom Corporation Limited

中国电信股份有限公司

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

(Stock Code: 728)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of China Telecom Corporation Limited (the "Company") (the "Extraordinary General Meeting" or "EGM") will be held at 10:00 a.m. on Tuesday, 16 December 2025 at China Telecom Museum, No. 42 Xueyuan Road, Haidian District, Beijing, PRC for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

THAT the proposal regarding the amendments to the Articles of Association and abolition of the Supervisory Committee be considered and approved.
THAT the proposal regarding the amendments to the Rules of Procedures of the Shareholders' Meeting be considered and approved.
THAT the proposal regarding the amendments to the Rules of Procedures of the Meeting of the Board of Directors be considered and approved.

ORDINARY RESOLUTIONS

THAT the election of Mr. Lee Sunny Wai Kwong as an Independent Non-Executive Director of the Company be considered and approved.
THAT the remuneration proposal for the Independent Non-Executive Director candidate of the Company be considered and approved.

By Order of the Board

China Telecom Corporation Limited

Wong Yuk Har

Company Secretary

Beijing, China, 24 November 2025

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

(1) Details of the resolutions stated above are set out in the circular dated 24 November 2025 of the Company. In relation to the special resolutions No. 1 to 3 stated above, as each of the Articles of Association, the Rules of Procedures of the Shareholders’ Meeting and the Rules of Procedures of the Meeting of the Board of Directors is written in Chinese and its English version is an unofficial translation solely for reference, in the event of any discrepancy between the Chinese version and the English version, the Chinese version shall prevail.

(2) The H Share Register of Members of the Company will be closed, for the purpose of determining H Shareholders’ entitlement to attend the Extraordinary General Meeting, from Wednesday, 10 December 2025 to Tuesday, 16 December 2025 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the Extraordinary General Meeting, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with Computershare Hong Kong Investor Services Limited, the Company’s 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 Tuesday, 9 December 2025. Holders of H Shares who are registered with Computershare Hong Kong Investor Services Limited on Tuesday, 16 December 2025 are entitled to attend the Extraordinary General Meeting.

(3) Each Shareholder entitled to attend and vote at the Extraordinary General Meeting may appoint one or more proxies to attend and vote on his/her behalf at the Extraordinary General Meeting. A proxy need not be a Shareholder of the Company. Each Shareholder who wishes to appoint one or more proxies should read through the circular dated 24 November 2025 of the Company.

(4) To be valid, the form of proxy together with the power of attorney or other authorisation document (if any) signed by the authorised person or notarially certified power of attorney must be delivered to Computershare Hong Kong Investor Services Limited, the Company’s H share registrar (for holders of H Shares) not less than 24 hours before the designated time for the holding of the Extraordinary General Meeting or any adjournment thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of a form of proxy will not preclude a Shareholder from attending in person and voting at the Extraordinary General Meeting if he/she so wishes.

(5) Shareholders attending the Extraordinary General Meeting in person or by proxy shall present their proof of identity. If the attending Shareholder is a corporation, its legal representative or person authorised by the board of directors or other decision making authority shall present a copy of the relevant resolution of the board of directors or other decision making authority in order to attend the Extraordinary General Meeting.

(6) All resolutions proposed at the Extraordinary General Meeting will be voted by poll.

(7) Shareholders (in person or by proxy) attending the Extraordinary General Meeting shall be responsible for their own transport and accommodation expenses.

(8) The English translation of this notice is for reference only, and in case of any inconsistency, the Chinese version shall prevail.

As at the date of this notice, the Board of Directors of the Company consists of Mr. Ke Ruiwen (as the Chairman and Chief Executive Officer); Mr. Liu Guiqing (as the President and Chief Operating Officer); Mr. Tang Ke and Mr. Li Yinghui (as the Chief Financial Officer) (both as the Executive Vice Presidents); Mr. Lyu Yongzhong (as the Non-Executive Director); Mr. Ng Kar Ling Johnny, Mr. Yeung Chi Wai, Jason, Mr. Chen Dongqi and Madam Lyu Wei (all as the Independent Non-Executive Directors).

346 -

NOTICE OF H SHAREHOLDERS' CLASS MEETING

中国电信

China Telecom Corporation Limited

中国电信股份有限公司

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

(Stock Code: 728)

NOTICE OF H SHAREHOLDERS' CLASS MEETING

NOTICE IS HEREBY GIVEN that the second H Shareholders' Class Meeting of China Telecom Corporation Limited (the "Company") in 2025 (the "H Shareholders' Class Meeting") will be held at 10:00 a.m. on Tuesday, 16 December 2025 at China Telecom Museum, No. 42 Xueyuan Road, Haidian District, Beijing, PRC for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

THAT the proposal regarding the amendments to the Articles of Association and abolition of the Supervisory Committee be considered and approved.
THAT the proposal regarding the amendments to the Rules of Procedures of the Shareholders' Meeting be considered and approved.

By Order of the Board

China Telecom Corporation Limited

Wong Yuk Har

Company Secretary

Beijing, China, 24 November 2025

Notes:

(1) Details of the resolutions stated above are set out in the circular dated 24 November 2025 of the Company. In relation to the special resolutions No. 1 to 2 stated above, as each of the Articles of Association and the Rules of Procedures of the Shareholders' Meeting is written in Chinese and its English version is an unofficial translation solely for reference, in the event of any discrepancy between the Chinese version and the English version, the Chinese version shall prevail.
(2) The H Share Register of Members of the Company will be closed, for the purpose of determining H Shareholders' entitlement to attend the H Shareholders' Class Meeting, from Wednesday, 10 December 2025 to Tuesday, 16 December 2025 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the H Shareholders' Class Meeting, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with Computershare Hong Kong Investor Services Limited, the Company's 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 Tuesday, 9 December 2025. Holders of H Shares who are registered with Computershare Hong Kong Investor Services Limited on Tuesday, 16 December 2025 are entitled to attend the H Shareholders' Class Meeting.

347 -

NOTICE OF H SHAREHOLDERS' CLASS MEETING

(3) Each Shareholder entitled to attend and vote at the H Shareholders' Class Meeting may appoint one or more proxies to attend and vote on his/her behalf at the H Shareholders' Class Meeting. A proxy need not be a Shareholder of the Company. Each Shareholder who wishes to appoint one or more proxies should read through the circular dated 24 November 2025 of the Company.

(4) To be valid, the form of proxy together with the power of attorney or other authorisation document (if any) signed by the authorised person or notarially certified power of attorney must be delivered to Computershare Hong Kong Investor Services Limited, the Company's H share registrar (for holders of H Shares) not less than 24 hours before the designated time for the holding of the H Shareholders' Class Meeting or any adjournment thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of a form of proxy will not preclude a Shareholder from attending in person and voting at the H Shareholders' Class Meeting if he/she so wishes.

(5) Shareholders attending the H Shareholders' Class Meeting in person or by proxy shall present their proof of identity. If the attending Shareholder is a corporation, its legal representative or person authorised by the board of directors or other decision making authority shall present a copy of the relevant resolution of the board of directors or other decision making authority in order to attend the H Shareholders' Class Meeting.

(6) All resolutions proposed at the H Shareholders' Class Meeting will be voted by poll.

(7) Shareholders (in person or by proxy) attending the H Shareholders' Class Meeting shall be responsible for their own transport and accommodation expenses.

(8) The English translation of this notice is for reference only, and in case of any inconsistency, the Chinese version shall prevail.

348 -

AI assistant

Nanjing Sample Technology Company Limited Proxy Solicitation & Information Statement 2025

50106_rns_2025-11-24_e2d73691-87ca-4fff-8a10-e247d8155062.pdf

China Telecom Corporation Limited

中国电信股份有限公司

1. INTRODUCTION

2. MATTERS TO BE DEALT WITH AT THE EGM AND THE H SHAREHOLDERS' CLASS MEETING

Proposed Amendments to the Articles of Association and Abolition of the Supervisory Committee, and Proposed Amendments to the Rules of Procedures of the Shareholders' Meeting and the Rules of Procedures of the Meeting of the Board of Directors

Proposed Election of Independent Non-Executive Director and the Remuneration Proposal for the Independent Non-Executive Director Candidate

3. RECOMMENDATION

4. EGM AND H SHAREHOLDERS' CLASS MEETING

中国电信

China Telecom Corporation Limited

中国电信股份有限公司

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS

ORDINARY RESOLUTIONS

中国电信

China Telecom Corporation Limited

中国电信股份有限公司

NOTICE OF H SHAREHOLDERS' CLASS MEETING

SPECIAL RESOLUTIONS

AI assistant

Nanjing Sample Technology Company Limited — Proxy Solicitation & Information Statement 2025

50106_rns_2025-11-24_e2d73691-87ca-4fff-8a10-e247d8155062.pdf

China Telecom Corporation Limited

中国电信股份有限公司

1. INTRODUCTION

2. MATTERS TO BE DEALT WITH AT THE EGM AND THE H SHAREHOLDERS' CLASS MEETING

Proposed Amendments to the Articles of Association and Abolition of the Supervisory Committee, and Proposed Amendments to the Rules of Procedures of the Shareholders' Meeting and the Rules of Procedures of the Meeting of the Board of Directors

Proposed Election of Independent Non-Executive Director and the Remuneration Proposal for the Independent Non-Executive Director Candidate

3. RECOMMENDATION

4. EGM AND H SHAREHOLDERS' CLASS MEETING

中国电信

China Telecom Corporation Limited

中国电信股份有限公司

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS

ORDINARY RESOLUTIONS

中国电信

China Telecom Corporation Limited

中国电信股份有限公司

NOTICE OF H SHAREHOLDERS' CLASS MEETING

SPECIAL RESOLUTIONS

More from Nanjing Sample Technology Company Limited

Nanjing Sample Technology Company Limited Proxy Solicitation & Information Statement 2025