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 a 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 Nongfu Spring Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

农夫山泉

NONGFU SPRING CO., LTD.

農夫山泉股份有限公司

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

(Stock Code: 9633)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CANCELLATION OF THE SUPERVISORY COMMITTEE;

PROPOSED AMENDMENT TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS AND THE RULES OF PROCEDURES OF THE BOARD AND ABOLITION OF THE RULES OF PROCEDURES OF THE SUPERVISORY COMMITTEE;

ELECTION OF THE NEW SESSION OF THE BOARD;

REMUNERATION OF THE DIRECTORS;

PROPOSED CHANGES TO THE USE OF PROCEEDS FROM THE LISTING AND EXTENSION OF UTILIZATION PERIOD;

DECLARATION OF FINAL DIVIDEND;

GENERAL MANDATE TO ISSUE SHARES;

GENERAL MANDATE TO REPURCHASE H SHARES;

APPLICATION FOR CREDIT LINES FROM BANKS AND OTHER FINANCIAL INSTITUTIONS AND RELEVANT AUTHORIZATIONS TO THE BOARD;

PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 10:00 a.m. on Tuesday, May 19, 2026 at the Lecture Hall of the Company, 1/F, No. 181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the PRC is set out on pages 137 to 142 of this circular. Form of proxy to be used at the AGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Any shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not be a shareholder of the Company. If you intend to appoint a proxy to attend the AGM and attend and vote on your behalf, you are requested to complete the form(s) of proxy in accordance with the instructions printed thereon and return it to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, No. 183 Queen's Road East, Wan Chai, Hong Kong (for H Shareholders), or to the Office of the Board of the Company, at No. 181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the PRC (for Domestic Shareholders) as soon as possible and in any event not later than 24 hours before the time scheduled for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

April 17, 2026

Pages

DEFINITIONS 1

LETTER FROM THE BOARD

INTRODUCTION 5

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CANCELLATION OF THE SUPERVISORY COMMITTEE 5

PROPOSED AMENDMENT TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS AND THE RULES OF PROCEDURES OF THE BOARD AND ABOLITION OF THE RULES OF PROCEDURES OF THE SUPERVISORY COMMITTEE 6

ELECTION OF THE NEW SESSION OF THE BOARD 7

REMUNERATION OF THE DIRECTORS 8

PROPOSED CHANGES TO THE USE OF PROCEEDS FROM THE LISTING AND EXTENSION OF UTILIZATION PERIOD 8

DECLARATION OF FINAL DIVIDEND 10

GENERAL MANDATE TO ISSUE SHARES 11

GENERAL MANDATE TO REPURCHASE H SHARES 11

APPLICATION FOR CREDIT LINES FROM BANKS AND OTHER FINANCIAL INSTITUTIONS AND RELEVANT AUTHORIZATIONS TO THE BOARD 13

PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES 14

ANNUAL GENERAL MEETING 16

VOTING BY WAY OF POLL 16

RECOMMENDATION 17

RESPONSIBILITY STATEMENT 17

APPENDIX I - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 18

APPENDIX II - PROPOSED AMENDMENT TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS 92

APPENDIX III - PROPOSED AMENDMENT TO THE RULES OF PROCEDURES OF THE BOARD 109

APPENDIX IV - INFORMATION OF CANDIDATES FOR DIRECTORS 126

APPENDIX V - EXPLANATORY STATEMENT ON GENERAL MANDATE TO REPURCHASE H SHARES 133

NOTICE OF ANNUAL GENERAL MEETING 137

DEFINITIONS

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

"AGM" or "Annual General Meeting" the annual general meeting of the Company to be held at the Lecture Hall of the Company, 1/F, No.181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the PRC on Tuesday, May 19, 2026 at 10:00 a.m. or any adjournment thereof, the notice of which is set out on pages 137 to 142 this circular

"Articles of Association of the Company" the articles of association of the Company, as amended from time to time

"Board" the board of Directors of the Company

"CCASS" the Central Clearing and Settlement System, a securities settlement system established and operated by the Hong Kong Securities Clearing Company Limited

"Company" Nongfu Spring Co., Ltd. (農夫山泉股份有限公司), a joint stock company with limited liabilities established under the laws of the PRC on September 26, 1996

"Company Law" Company Law of the People's Republic of China (中華人民共和國公司法)

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

"Domestic Share(s)" ordinary domestic shares in the share capital of the Company with a nominal value of RMB0.10 each, which are subscribed for in Renminbi

"General Mandate to Issue Shares" a general mandate to be granted to the Board to allot, issue and deal with additional Shares, which, separately or jointly, is not more than 20% of the number of all issued Shares of the Company at the date of the passing of the relevant resolution (excluding treasury Shares), details of which are set out in the notice of the AGM

"General Mandate to Repurchase H Shares" a general mandate to be granted to the Board to repurchase H Shares which in aggregate is not more than 10% of the number of all issued Shares of the Company at the date of the passing of the relevant resolution (excluding treasury Shares), details of which are set out in the notice of the AGM

DEFINITIONS

“Group” the Company and its subsidiaries (or the Company and any one or more of its subsidiaries, as the context may require), or where the context so requires, in respect of the periods before the Company became the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of the Company at the relevant time

“H Share(s)” overseas listed foreign Shares in the share capital of the Company with a nominal value of RMB0.10 each, which are listed on the Main Board of the Stock Exchange and subscribed for and traded in HK dollars

“HK dollars” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the People’s Republic of China

“Latest Practicable Date” April 13, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing” listing of the H Shares of the Company on the Main Board of the Hong Kong Stock Exchange on September 8, 2020

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

“PRC” the People’s Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Prospectus” the prospectus issued by the Company on August 25, 2020 in connection with the Hong Kong Public Offering

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

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

“Share(s)” ordinary shares in the share capital of the Company with a nominal value of RMB0.10 each, including Domestic Share(s) and H Share(s)

– 2 –

DEFINITIONS

"Shareholder(s)" holder(s) of the share(s) of the Company, including holders of Domestic Share(s) and H Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Supervisory Committee" the supervisory committee of the Company

"%" percent

LETTER FROM THE BOARD

农夫山泉

NONGFU SPRING CO., LTD.

農夫山泉股份有限公司

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

(Stock Code: 9633)

Executive Directors: Mr. Zhong Shanshan Ms. Wu Limin Mr. Xiang Xiansong Mr. Rao Minghong Ms. Han Linyou

Non-executive Director: Mr. Zhong Shu Zi

Independent Non-executive Directors: Mr. Yang, Lei Bob Mr. Lu Yuan Mr. Gu Zhaoyang

Registered Office and Head Office: No.181 Geyazhuang, Xihu District Hangzhou, Zhejiang PRC

Principal Place of Business in Hong Kong: Room F, 6/F, CNT Tower 338 Hennessy Road Wan Chai Hong Kong

April 17, 2026

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CANCELLATION OF THE SUPERVISORY COMMITTEE; PROPOSED AMENDMENT TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS AND THE RULES OF PROCEDURES OF THE BOARD AND ABOLITION OF THE RULES OF PROCEDURES OF THE SUPERVISORY COMMITTEE; ELECTION OF THE NEW SESSION OF THE BOARD; REMUNERATION OF THE DIRECTORS; PROPOSED CHANGES TO THE USE OF PROCEEDS FROM THE LISTING AND EXTENSION OF UTILIZATION PERIOD; DECLARATION OF FINAL DIVIDEND; GENERAL MANDATE TO ISSUE SHARES; GENERAL MANDATE TO REPURCHASE H SHARES; APPLICATION FOR CREDIT LINES FROM BANKS AND OTHER FINANCIAL INSTITUTIONS AND RELEVANT AUTHORIZATIONS TO THE BOARD; PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES; AND NOTICE OF ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

1. INTRODUCTION

This circular is intended to provide you with the relevant notice of the AGM and all information necessary, including (i) proposed amendments to the Articles of Association and cancellation of the Supervisory Committee; (ii) proposed amendments to the Rules of Procedures of Shareholders' Meetings and the Rules of Procedures of the Board and the abolition of the Rules of Procedures of the Supervisory Committee; (iii) election of the new session of the Board; (iv) remuneration of the Directors; (v) proposed changes to the use of proceeds from the listing and extension of utilization period; (vi) declaration of final dividend; (vii) General Mandate to Issue Shares; (viii) General Mandate to Repurchase H Shares; (ix) application for credit lines from banks and other financial institutions and relevant authorizations to the Board; and (x) provision of guarantee in favour of wholly-owned subsidiaries, to allow you to make an informed decision on voting in respect of the resolutions to be proposed at the AGM.

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CANCELLATION OF THE SUPERVISORY COMMITTEE

Reference is made to the announcement of the Company dated March 24, 2026 in relation to, among other matters, the proposed amendments to the Articles of Association and cancellation of the Supervisory Committee.

On December 29, 2023, the amendments to the Company Law of the People's Republic of China (the "PRC Company Law") were adopted and came into effect on July 1, 2024. The amendments introduced by the new PRC Company Law include, but not limited to, reforms to the corporate capital system and organizational structure, enhancement in protection for minority shareholders' interests, strengthening of responsibilities of controlling shareholders, the Directors and senior management, and allowing the replacement of the Supervisory Committee with the audit committee. To ensure effective compliance and implementation of the new provisions of the PRC Company Law by listed companies, the China Securities Regulatory Commission issued multiple important documents on March 28, 2025, including the amended Guidelines for the Articles of Association of Listed Companies.

In light of this, the Board proposes to make certain amendments to the existing Articles of Association of the Company, the main contents of which include, but not limited to, (1) cancelling the Supervisory Committee and vesting its functions and powers in the audit committee in accordance with provisions of the PRC Company Law; (2) enhancement in protection of shareholders' interests; (3) making corresponding amendments to the provisions of the Articles of Association in line with changes in applicable laws and regulations; and (4) other housekeeping and miscellaneous amendments (the "Proposed Amendments to the Articles of Association"). The Board also proposes the Shareholders to authorize the Board to delegate the management of the Company to handle relevant filing procedures with the relevant regulatory authorities in respect of Proposed Amendments to the Articles of Association of the Company, and to make wording adjustments and amendments to the Articles of Association according to the opinions of the relevant regulatory authorities (if necessary).

LETTER FROM THE BOARD

Each supervisor has confirmed that he/she has no disagreement with the Board and the Supervisory Committee, and he/she agrees to automatically resign from his/her position as a supervisor upon cancellation of the Supervisory Committee of the Company. There are no other matters in relation to his/her resignation that need to be brought to the attention of the shareholders.

Details of the proposed amendments to the Articles of Association are set out in the Appendix I to this circular. The Articles of Association are written in Chinese without an official English version. Therefore, any English translation is for reference only. In case of inconsistency, the Chinese version shall prevail.

The legal advisers of the Company as to the laws of Hong Kong and the laws of the PRC have respectively confirmed that the Proposed Amendments to the Articles of Association of the Company comply with the requirements of the Listing Rules and applicable laws and regulations in the PRC. The Company confirms that there is nothing unusual about the Proposed Amendments to the Articles of Association of the Company for a company incorporated in the PRC and listed in Hong Kong.

The relevant resolutions will be proposed as special resolutions at the AGM for shareholders' consideration and approval.

PROPOSED AMENDMENT TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS AND THE RULES OF PROCEDURES OF THE BOARD AND ABOLITION OF THE RULES OF PROCEDURES OF THE SUPERVISORY COMMITTEE

Reference is made to the announcement of the Company dated March 24, 2026 in relation to, among other matters, the proposed amendments to the Rules of Procedures of Shareholders' Meetings and the Rules of Procedures of the Board.

To align with the Proposed Amendments to the Articles of Association, the Board proposes to amend the Rules of Procedures of Shareholders' Meetings and the Rules of Procedures of the Board of the Company, and to abolish the Rules of Procedure of the Supervisory Committee. The Board also proposes the Shareholders to authorize the Board to delegate the management of the Company to handle relevant filing procedures with the relevant regulatory authorities in respect of proposed amendments to the Rules of Procedures of Shareholders' Meetings and the Rules of Procedures of the Board of the Company, and to make wording adjustments and amendments to the aforementioned documents according to the opinions of the relevant regulatory authorities (if necessary).

Details of the proposed amendments to the Rules of Procedures of Shareholders' Meetings and the Rules of Procedures of the Board are set out in the Appendices II and III to this circular respectively. The Rules of Procedures of Shareholders' Meetings and the Rules of Procedures of the Board are written in Chinese without an official English version. Therefore, any English translation is for reference only. In case of inconsistency, the Chinese version shall prevail.

The relevant resolutions will be proposed as ordinary resolutions at the AGM for shareholders' consideration and approval.

LETTER FROM THE BOARD

4. ELECTION OF THE NEW SESSION OF THE BOARD

Reference is made to the announcement of the Company dated March 24, 2026 in relation to, among other matters, the election of the new session of the Board. On March 24, 2026, the meeting of the Board was convened to approve the nomination of Mr. Zhong Shanshan, Ms. Wu Limin, Mr. Xiang Xiansong and Ms. Han Linyou as candidates for executive Directors (excluding the employee representative Director) of the ninth session of the Board, Mr. Zhong Shu Zi as a candidate for a non-executive Director of the ninth session of the Board, and Mr. Gu Zhaoyang, Ms. Wen Ming and Mr. Wang Yingzhe as candidates for independent non-executive Directors of the ninth session of the Board.

The above list of candidates for Directors (excluding the employee representative Director) will be submitted to the AGM for shareholders' consideration and approval.

In addition, if the Proposed Amendments to the Articles of Association as set out in this circular are approved and become effective at the AGM, the Company will abolish the Supervisory Committee in accordance with the amended Articles of Association. Accordingly, the members of the eighth session of the Supervisory Committee will cease to hold positions as supervisors. Meanwhile, the Board shall include one employee representative of the Company. The employee representative Director on the Board shall be elected by the employees of the Company through democratic election procedure and is not subject to consideration at the shareholders' meeting. Following the review of the Company and with the approval of the nomination committee, it is proposed that Mr. Rao Minghong, the President of the Labour Union of the Company, be the candidate for the employee representative Director. Subject to approval on the election by employees of the Company through democratic election, Mr. Rao will assume the position as an employee representative Director and the executive Director of the ninth session of the Board. The election of the employee representative Director by the employees of the Company will be conducted on the same day on which the non-employee representative Director for the ninth session of the Board are elected. The Company will issue a separate announcement in this regard.

The term of office for the ninth session of the Board shall be three years, and the appointment of each candidate for Directors takes effect from the date of the AGM or approval by election by employees of the Company through democratic election, and upon effectiveness, the Company will enter into service contracts with the aforementioned Directors regarding their services to the Company. Prior to that, all existing members of the eighth session of the Board will continue to perform their roles and responsibilities in accordance with the applicable laws, administrative regulations and the Articles of Association until the completion of the election of the new session of the Board.

Details of biographies and information required to be disclosed of the above candidates for Directors are set out in Appendix IV to this circular.

LETTER FROM THE BOARD

The relevant resolutions (excluding the resolution on the election of the employee representative Director) will be proposed as ordinary resolutions at the AGM for shareholders' consideration and approval.

Details of the composition of the Board committees will be reflected in the announcement on the list of Directors of the Company following the AGM.

5. REMUNERATION OF THE DIRECTORS

The proposed remuneration for Directors of the ninth session of the Board is as follows: the remuneration for independent non-executive Directors shall be RMB310,000 per annum (before tax); other Directors (including executive Directors and non-executive Directors) shall receive remuneration in accordance with the applicable remuneration standards for their concurrent positions as senior management or other positions (if any) in the Group, or as stipulated in their labor contracts or engagement agreements with the Group, and shall not receive any additional remuneration for serving as the Directors.

The relevant resolutions will be proposed as ordinary resolutions at the AGM for shareholders' consideration and approval.

6. PROPOSED CHANGES TO THE USE OF PROCEEDS FROM THE LISTING AND EXTENSION OF UTILIZATION PERIOD

Reference is made to the announcement of the Company dated March 24, 2026 in relation to, among other matters, the proposed change to the use of proceeds from the listing and extension of utilization period.

The sum of IPO proceeds from the listing of the shares of the Company on the Main Board of the Stock Exchange and the net proceeds from the full exercise of the over-allotment option (after deducting underwriting fees and other related expenses) is approximately HK$9,377 million. As of December 31, 2025, the Group has utilized approximately HK$5,080 million of the proceeds for the intended purposes set out in the Prospectus published by the Company, accounting for 54.2% of all raised funds, and the remaining unutilized proceeds are approximately HK$4,297 million. From September 8, 2020 (the "Listing Date") to December 31, 2025, the Group has gradually utilized the proceeds from the listing for the intended purposes set out in the Prospectus.

LETTER FROM THE BOARD

Taking into account the reasons as set out in the section headed "Reasons for and Benefits of the Changes to the Use of Proceeds from the Listing and Extension of the Utilization Period" below, the Board resolved to reallocate the net proceeds by transferring the unutilized net proceeds originally designated for "strengthening fundamental capabilities" to "purchasing production facilities and building new factories", including the purchase of production facilities and building new factories for the relevant production bases set out in the Prospectus and other production bases of the Group, and update the expected timetable for the unutilized proceeds. As of December 31, 2025, the proposed changes to the use of the net proceeds from the listing, the use of unutilized net proceeds and the expected timetable for utilizing the remaining unutilized net proceeds are as follows:

	Net proceeds from the listing available (HK$ million)	Actual net amount utilized up to December 31, 2025 (HK$ million)	Unutilized net amount up to December 31, 2025 (HK$ million)	The amount of the changes to the use of the net proceeds from the listing (HK$ million)	The allocation of the unutilized net proceeds following the changes (HK$ million)	Updated timetable for the use of unutilized net proceeds
Brand building	2,344	1,104	1,240	-	1,240	December 31, 2027
Purchasing sales equipment	2,344	371	1,973	-	1,973	December 31, 2027
Purchasing production facilities and building new factories	1,875	1,517	358	+726	1,084	December 31, 2027
Strengthening fundamental capabilities	938	212	726	-726	0	December 31, 2027
Repaying loans	938	938	0	-	0	Fully utilized
Working capital and other general corporate purposes	938	938	0	-	0	Fully utilized
Total	9,377	5,080	4,297	-	4,297

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE CHANGES TO THE USE OF PROCEEDS FROM THE LISTING AND EXTENSION OF THE UTILIZATION PERIOD

Due to the steady and continuous expansion of the business scale of the Company, additional production equipment and facilities are required, some of which are imported equipment. To reduce exchange losses arising from the purchase of imported equipment and enhance the efficiency of fund utilization, after a comprehensive assessment, the Company proposes to transfer the unutilized net proceeds of HK$726 million (equivalent to approximately RMB656 million) from overseas listing, originally designated for "strengthening fundamental capabilities", to "purchasing production facilities and building new factories", so as to be utilized for the purchase of production facilities and building new factories for the relevant production bases set out in the Prospectus and other production bases of the Group. The original fundamental capabilities building projects will continue to proceed as planned, with the Company's own funds. The implementation progress and effectiveness of these projects will not be affected by the abovementioned changes.

Furthermore, according to the 2024 annual report of the Company published on April 25, 2025, the Board had approved an extension of the expected timetable for the utilization of proceeds from the listing on August 27, 2024 to the gradual utilization prior to December 31, 2026. Taking into account the aforementioned change and the Group's continued implementation of a prudent business strategy, and following the principle that is in the best interest of the Company and shareholders as a whole, the Board has approved a further extension of the expected timetable for the utilization of proceeds from the listing and the gradual utilization of proceeds from the listing by the Company prior to December 31, 2027, subject to market conditions and in accordance with the use of proceeds following the abovementioned changes.

Based on the above considerations, the Board considers that the aforementioned changes to the use of proceeds from the listing and the further extension of the expected timetable for utilizing such proceeds will enhance the utilization efficiency of the proceed, facilitate more effective deployment of financial resources for the Company, and are in the interests of the Company and its shareholders as a whole.

The relevant resolution will be proposed as an ordinary resolution at the AGM for shareholders' consideration and approval.

7. DECLARATION OF FINAL DIVIDEND

The Board recommended the payment of a final dividend of RMB0.99 per Share (tax inclusive) for the year ended December 31, 2025, which is subject to the approval by the Shareholders at the AGM.

The final dividend, if approved by the Shareholders at the AGM, is expected to be paid on or before August 19, 2026.

The register of members of the Company will be closed from Saturday, May 23, 2026 to Thursday, May 28, 2026 (both days inclusive), during which period no transfer of Shares can be registered. In order to qualify for the payment of final dividend, all transfers documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, May 22, 2026.

The relevant resolutions will be proposed as ordinary resolutions at the AGM for shareholders' consideration and approval.

LETTER FROM THE BOARD

8. GENERAL MANDATE TO ISSUE SHARES

In order to ensure greater flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue new Shares, pursuant to the Listing Rules, approval is to be sought from the Shareholders for obtaining the General Mandate to Issue Shares and grant of the general mandate to the Board to allot, issue and deal with additional Shares which is not more than 20% of the number of all issued Shares of the Company at the date of the passing of the relevant resolution (excluding treasury Shares). As at the Latest Practicable Date, there were 11,246,466,400 Shares in issue. Therefore, subject to the passing of the above special resolution and on the basis that no further Shares are issued after the Latest Practicable Date and up to the date of the AGM, a maximum of 2,249,293,280 Shares (representing 20% of the Shares of the Company in issue respectively, excluding treasury Shares), can be separately or concurrently allotted, issued and/or dealt with by the Board pursuant to the general mandate to be granted by the Shareholders.

Meanwhile, it is proposed at the AGM to authorize the Board to deal with matters relating to the change in the registered capital of the Company to reflect the number of Shares to be issued by the Company pursuant to this resolution, to make such appropriate and necessary amendments to the provisions of the Articles of Association of the Company relating to the shareholding structure and the registered capital (if applicable) after the issuance of Shares as they think fit and necessary, to fulfil relevant approval, registration and filing procedures pursuant to domestic and foreign legal requirements and to take any other action and complete any formality required to effect the issuance of Shares pursuant to this resolution.

The General Mandate to Issue Shares will expire upon the earliest of: (i) the conclusion of the next annual general meeting following the passing of the relevant resolution; (ii) the date of expiration of 12 months from the date of passing of the relevant resolution at the AGM; or (iii) the date on which the authority is revoked or varied by a special resolution of Shareholders at a general meeting.

The relevant resolutions will be proposed as special resolutions at the AGM for shareholders' consideration and approval.

9. GENERAL MANDATE TO REPURCHASE H SHARES

The Listing Rules permit shareholders of a joint stock limited company duly incorporated in the PRC to grant a general mandate to its directors to repurchase H Shares of such company that are listed on the Stock Exchange.

According to the Company Law and the Articles of Association, the Company purchases its own shares under any of the following circumstances, it may, in accordance with the Articles of association or the authorization of the shareholders' general meeting, make a resolution at a board meeting attended by more than two-thirds of the directors: (I) using shares for employee stock ownership plans or equity incentives; (II) utilizing shares for conversion of corporate bonds issued by the Company; and (III) in such manner as necessary for maintenance of the Company's value and shareholders' interests.

LETTER FROM THE BOARD

Where the Company acquires its shares due to the above circumstances, the acquisition shall be conducted through a public centralized trading, or through other means recognized by the laws, administrative regulations, the Hong Kong Listing Rules and the securities regulatory rules of the place where the Company's shares are listed, and the China Securities Regulatory Commission (the "CSRC").

As the H Shares are traded on the Stock Exchange in Hong Kong dollars, the amount payable by the Company upon any repurchase of its H Shares will, therefore, be paid in Hong Kong dollars, the approvals of or registration with SAFE and other relevant government authorities are required for any repurchase of H Shares.

After the Company acquires its shares in accordance with the above regulations, the cumulative Shares repurchased by the Company shall not exceed 10% of the Shares in issue and shall be transferred or deregistered within three years.

In accordance with the requirements of the Company Law and the Articles of Association, the Company is required to prepare a balance sheet and a schedule of assets upon the reduction of its registered capital. The Company shall notify its creditors of the passing of such special resolution and the reduction of the registered capital of the Company that would occur should the Company decide to exercise the Repurchase Mandate and reduce its registered capital. Such notification should be given in writing to the Company's creditors and be published by way of an announcement within 10 days and 30 days after the passing of such special resolution, respectively. Creditors then have a period of up to 30 days after receipt of the Company's written notification or if no such notification has been received, up to 45 days after the publication of the announcement to require the Company to repay amounts due to them or to provide guarantees thereof. If the Company Law or the Articles of Association of the Company provide otherwise at the time, the provisions applicable at the time shall prevail.

In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any H Shares, approval is proposed to be sought from the Shareholders for the Repurchase Mandate. In accordance with the legal and regulatory requirements described above, the Directors have given notices to convene the AGM. At the AGM, a special resolution will be proposed to grant to the Directors the Repurchase Mandate, i.e. a conditional general mandate to repurchase H Shares up to a maximum of 10% of the total number of H Shares in issue as at the Latest Practicable Date.

The Repurchase Mandate will be conditional upon:

(a) the passing of the special resolution approving the grant of the Repurchase Mandate at the AGM;

(b) the obtaining of the approvals of or registration with the relevant regulatory authorities, if necessary, as required by the laws, rules and regulations; and

(c) the compliance with the requirements of laws, regulations and the Articles of Association, including but not limited to Chapter 10 of the Listing Rules, and the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount).

12 -

LETTER FROM THE BOARD

If the Company determines to repay any amount to any of its creditors in the circumstances described under condition (c) above, it expects to do so out of its internally generated funds. If the conditions are not fulfilled, the Repurchase Mandate will not be exercised by the Directors.

The General Mandate to Repurchase H Shares will expire upon the earliest of: (i) the conclusion of the next annual general meeting following the passing of the relevant resolution; (ii) the date of expiration of 12 months from the date of passing of the relevant resolution at the AGM; or (iii) the date on which the authority is revoked or varied by a special resolution of Shareholders at a general meeting.

An explanatory statement containing all relevant information relating to the Repurchase Mandate is set out in Appendix V to this circular. The information in the explanatory statement is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate.

The relevant resolutions will be proposed as special resolutions at the AGM for shareholders' consideration and approval.

10. APPLICATION FOR CREDIT LINES FROM BANKS AND OTHER FINANCIAL INSTITUTIONS AND RELEVANT AUTHORIZATIONS TO THE BOARD

The Group intends to apply for consolidated credit lines from banks and other financial institutions in order to meet the Group's production and operation and business development needs in 2026. The consolidated credit lines will not exceed RMB26 billion in 2026, and within the scope of the lines, the Group will transact working capital loans, project loans, trade financing, credit (pledge) loans, entrusted loans, forward foreign exchange hedging for import business and other related businesses. For the above credit lines, the Company intends to pledge the Company and its wholly-owned subsidiaries, including Nongfu Spring Hangzhou Thousand-Island Lake Drinking Water Company Limited (農夫山泉杭州千島湖飲用水有限公司), Nongfu Spring Zhejiang Thousand-Island Lake Company Limited (農夫山泉浙江千島湖有限公司), Nongfu Spring (Chun'an Tea Garden) Company Limited (農夫山泉(淳安茶園)有限公司), Nongfu Spring (Jiande) Xin'an River Beverage Company Limited (農夫山泉(建德)新安江飲料有限公司), Nongfu Spring (Jiande) Xin'an River Drinking Water Company Limited (農夫山泉(建德)新安江飲用水有限公司), Nongfu Spring Guangdong Wanlv Lake Beverage Company Limited (農夫山泉廣東萬綠湖飲料有限公司), Nongfu Spring (Chun'an Qingxi) Beverage Company Limited (農夫山泉(淳安青溪)飲料有限公司), Nongfu Spring Guangxi Daming Mountain Beverage Company Limited (農夫山泉廣西大明山飲料有限公司), Nongfu Spring (Jiande) Xin'an River Beverage Products Company Limited (農夫山泉(建德)新安江飲品有限公司), Nongfu Spring (Guangdong) Wanlv Lake Drinking Water Company Limited (農夫山泉(廣東)萬綠湖飲用水有限公司), Nongfu Spring (Anhui Huangshan) Drinking Water Company Limited (農夫山泉(安徽黃山)飲用水有限公司), Nongfu Spring (Hunan Zhangjiajie) Drinking Water Company Limited (農夫山泉(湖南張家界)飲用水有限公司), Nongfu Spring Sichuan Qingcheng Mountain Drinking Water Company Limited (農夫山泉四川青城山飲用水有限公司), Nongfu Spring Sichuan Qingcheng Mountain Beverage Company Limited (農夫山泉四川青城山飲料有限公司), Nongfu Spring (Chun'an Pingshan) Company Limited (農夫山泉(淳安坪山)有限公司), Nongfu Spring (Anji) Smart Life Company Limited (農夫山泉(安吉)智能生活有限公司), Nongfu Spring (Deqing Moganshan) Beverage Company Limited (農夫山泉(德清莫干山)飲品有限公司), Nongfu Spring (Jiande) Industrial Development Company Limited (農夫山泉(建德)實業發展有限公司), Nongfu Spring (Tibet Nyingchi) Drinking Water Company Limited (農夫山泉(西藏林芝)飲用水有限公司), Nongfu Spring Jiaozi Snow Mountain (Yunnan) Drinking Water Company Limited (農夫山泉轎子雪山(雲南)飲用水有限公司), Nongfu Spring Drinking Water Hong Kong Company Limited (農夫山泉飲用水

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LETTER FROM THE BOARD

香港有限公司), Nongfu Spring (Haikou) Volcano Beverage Company Limited (農夫山泉(海口)火山飲料有限公司), Nongfu Spring (Haikou) Volcano Drinking Water Company Limited (農夫山泉(海口)火山飲用水有限公司), Nongfu Spring Taihangshan (Boai) Beverage Company Limited (農夫山泉太行山(博愛)飲料有限公司) and other wholly-owned subsidiaries and/or certain land, property or production equipment held by them as security for the credit facilities and loans (if need).

It is hereby proposed that the management of the Company be authorized by the AGM to have full authority to conduct specific business on behalf of the Company, including but not limited to signing various legal documents such as contracts and agreements relating to the granting of lines (including but not limited to credit, loans and financing), with an authorization period starting from the date of consideration and approval at the 2025 Annual General Meeting to the date of holding of the 2026 annual general meeting. The consolidated credit lines can be used in a revolving manner during the authorization period. The Board and general meetings will not separately consider the individual credit and loan business.

The above consolidated credit lines are subject to certain agreements finally entered into with the relevant banks and financial institutions and the final amount may not be equal to the actual financing amount of the Company. The management of the Company will adjust the number of credit-granting financial institutions and the credit limits among such financial institutions according to the actual situation. The Company will actively obtain credit resources from banks and other financial institutions in accordance with the principles of maximizing efforts and appropriate adjustment. The specific use of lines will be based on the conditions to satisfy the needs of the Group and most beneficial to the Group.

The relevant resolutions will be proposed as ordinary resolutions at the AGM for shareholders' consideration and approval.

11. PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES

In order to meet the consolidated credit lines application and financing needs of the Company and its wholly-owned subsidiaries, and to ensure the sustainable and stable development of the Group's production and operation, in conjunction with the actual implementation of the Company's guarantee in 2025 and the financing plan for 2026, it is estimated that the amount of guarantee (including but not limited to joint and several liability guarantee and mortgage guarantee) to be provided to the wholly-owned subsidiaries in 2026 shall not exceed RMB4 billion. The specific amount is subject to the actual guarantee contract signed.

It is hereby proposed that, within the scope of the above total guarantee amount, the chairman of the Company be authorized by the general meeting to decide, adjust and approve the specific guarantee amount for the wholly-owned subsidiaries in accordance with the actual situation, and the management of the Company be authorized to have full authority to go through relevant procedures on behalf of the Company within the above guarantee amount, including but not limited to signing relevant legal documents. The authorization period is from the date of consideration and approval at the 2025 Annual General Meeting to the date of holding of the 2026 annual general meeting. Such guarantee is subject to the consideration and approval of the Company's 2025 Annual General Meeting.

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LETTER FROM THE BOARD

The above-mentioned entities guaranteed are limited to the Company's 100% wholly-owned subsidiaries, including Nongfu Spring Hangzhou Thousand-Island Lake Drinking Water Company Limited (農夫山泉杭州千島湖飲用水有限公司), Nongfu Spring Zhejiang Thousand-Island Lake Company Limited (農夫山泉浙江千島湖有限公司), Nongfu Spring (Chun'an Tea Garden) Company Limited (農夫山泉(淳安茶園)有限公司), Nongfu Spring (Jiande) Xin'an River Beverage Company Limited (農夫山泉(建德)新安江飲料有限公司), Nongfu Spring (Jiande) Xin'an River Drinking Water Company Limited (農夫山泉(建德)新安江飲用水有限公司), Nongfu Spring Guangdong Wanlv Lake Beverage Company Limited (農夫山泉廣東萬綠湖飲料有限公司), Nongfu Spring (Chun'an Qingxi) Beverage Company Limited (農夫山泉(淳安青溪)飲料有限公司), Nongfu Spring Guangxi Daming Mountain Beverage Company Limited (農夫山泉廣西大明山飲料有限公司), Nongfu Spring (Jiande) Xin'an River Beverage Products Company Limited (農夫山泉(建德)新安江飲品有限公司), Nongfu Spring (Guangdong) Wanlv Lake Drinking Water Company Limited (農夫山泉(廣東)萬綠湖飲用水有限公司), Nongfu Spring (Anhui Huangshan) Drinking Water Company Limited (農夫山泉(安徽黃山)飲用水有限公司), Nongfu Spring (Hunan Zhangjiajie) Drinking Water Company Limited (農夫山泉(湖南張家界)飲用水有限公司), Nongfu Spring Sichuan Qingcheng Mountain Drinking Water Company Limited (農夫山泉四川青城山飲用水有限公司), Nongfu Spring Sichuan Qingcheng Mountain Beverage Company Limited (農夫山泉四川青城山飲料有限公司), Nongfu Spring (Tibet Nyingchi) Drinking Water Company Limited (農夫山泉(西藏林芝)飲用水有限公司), Nongfu Spring Jiaozi Snow Mountain (Yunnan) Drinking Water Company Limited (農夫山泉轎子雪山(雲南)飲用水有限公司), Nongfu Spring Drinking Water Hong Kong Company Limited (農夫山泉飲用水香港有限公司), Nongfu Spring (Haikou) Volcano Beverage Company Limited (農夫山泉(海口)火山飲料有限公司), Nongfu Spring (Haikou) Volcano Drinking Water Company Limited (農夫山泉(海口)火山飲用水有限公司), Nongfu Spring Taihangshan (Boai) Beverage Company Limited (農夫山泉太行山(博愛)飲料有限公司) and other wholly-owned subsidiaries.

The above guarantee amount of RMB4 billion includes the guarantees provided by the Company for its wholly-owned subsidiaries and the guarantees provided between wholly-owned subsidiaries. The guarantees mentioned above include security, pledge, charge, lien and deposits, etc. as stipulated in the Civil Code of the People's Republic of China or relevant laws and regulations in the form of integrated credit facilities, loans, letters of guarantee and acceptance notes etc., and the determination of the guarantee period and guarantee conditions will depend on the financing needs of the guaranteed parties and will be subject to the signed guarantee contract.

The relevant resolutions will be proposed as ordinary resolutions at the AGM for shareholders' consideration and approval.

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LETTER FROM THE BOARD

12. ANNUAL GENERAL MEETING

The AGM will be held at 10:00 a.m. on Tuesday, May 19, 2026 at the Lecture Hall of the Company, 1/F, No. 181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the PRC. The convening notice of the AGM is set out on pages 137 to 142 of this circular.

If you wish to appoint a proxy to attend and vote for you at the AGM, please complete the form(s) of proxy in accordance with the instructions printed thereon, and return the completed form to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, No. 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders), or the office of the Board of the Company, at No. 181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the PRC (for Domestic Shareholders), as soon as possible and in any event no later than 24 hours before scheduled time of the AGM or any adjournment thereof (as the case may be). Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and, in such event, the form of proxy shall be deemed to be revoked.

The register of members of the Company will be closed from Thursday, May 14, 2026 to Tuesday, May 19, 2026, (both days inclusive), during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the AGM, all transfers documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, May 13, 2026.

13. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Article 87 of the Articles of Association of the Company, the voting at the general meeting will be taken by way of registered poll. Accordingly, each of the resolutions set out in the notice of AGM will be taken by way of poll.

Shareholders (including their proxies) who vote at a general meeting shall exercise their voting rights according to the number of voting shares they represent, with one vote for each share. However, the shares held by the Company itself and the shares held by the trustee for the employee share incentive scheme of the Company do not have voting rights, and such shares are not included in the total number of shares with voting rights attending the general meeting.

LETTER FROM THE BOARD

14. RECOMMENDATION

The Directors consider that the resolutions contained in the notice of the AGM are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

15. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other matters the omission of which would make any statement herein misleading.

Yours faithfully By Order of the Board Nongfu Spring Co., Ltd. Zhong Shanshan Chairman

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 1 For purposes of maintaining the lawful rights and interests of Nongfu Spring Co., Ltd. (hereinafter referred to as the “Company”), shareholders and creditors and regulating the organization and conduct of the Company, the articles of association of the Company (hereinafter referred to as the “Articles of Association”) are developed in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Guidelines on the Bylaws of Listed Companies (hereinafter referred to as the “Guidelines on the Bylaws”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”) and provisions of other relevant laws and administrative regulations of China.	Article 1 For purposes of maintaining the lawful rights and interests of Nongfu Spring Co., Ltd. (hereinafter referred to as the “Company”), shareholders, employees and creditors and regulating the organization and conduct of the Company, the articles of association of the Company (hereinafter referred to as the “Articles of Association”) are developed in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Guidelines on the Bylaws of Listed Companies (hereinafter referred to as the “Guidelines on the Bylaws”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”) and provisions of other relevant laws and administrative regulations of China. provisions.
The Company is a joint stock company formed in accordance with the Company Law and other relevant provisions. The Company was established by way of promotion on June 27, 2001, as approved by the Leading Group of the Zhejiang Provincial People’s Government for Enterprise Listing with the “the Approval for the Change of Establishment of Nongfu Spring Co., Ltd.” (Zheshangshi[2001]No.33). The Company was registered with the Administration for Industry and Commerce of Zhejiang Province on June 27, 2001 and obtained a business license of enterprise legal person with the registration number 3300001007965. The current registration authority for the Company is the Administration for Industry and Commerce of Zhejiang Province. The unified social credit code of the Company is 91330000143995391Q.	The Company is a joint stock company formed in accordance with the Company Law and other relevant provisions. The Company was established by way of promotion on June 27, 2001, as approved by the Leading Group of the Zhejiang Provincial People’s Government for Enterprise Listing with the “the Approval for the Change of Establishment of Nongfu Spring Co., Ltd.” (Zheshangshi[2001]No.33). The Company was registered with the Administration for Industry and Commerce of Zhejiang Province on June 27, 2001 and obtained a business license of enterprise legal person with the registration number 3300001007965. The current registration authority for the Company is the Administration for Industry and Commerce of Zhejiang Province. The unified social credit code of the Company is 91330000143995391Q.
The promoters of the Company include Yangshengtang Co., Ltd., Hainan Baoyi Agricultural Products Processing Co., Ltd. (海南寶益農副產品加工有限公司), Hainan Yangpu Bochuang Investment Management Co., Ltd. (海南洋浦博創投資管理有限公司), Shanghai New Century High Technology Services Ltd. and Hainan Damen Advertising Co., Ltd. (海南大門廣告有限公司).	The promoters of the Company include Yangshengtang Co., Ltd., Hainan Baoyi Agricultural Products Processing Co., Ltd. (海南寶益農副產品加工有限公司), Hainan Yangpu Bochuang Investment Management Co., Ltd. (海南洋浦博創投資管理有限公司), Shanghai New Century High Technology Services Ltd. and Hainan Damen Advertising Co., Ltd. (海南大門廣告有限公司).

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 5 The chairman of the Board of Directors of the Company is the legal representative of the Company.	Article 5 The chairman of the Board of Directors of director handling corporate affairs on behalf of the Company is the legal representative of the Company.—and shall be elected by the Board of Directors of the Company.

Where the director serving as the legal representative resigns, the director is deemed to have concurrently resigned from the office of the legal representative. Where the legal representative resigns, the Company shall determine a new legal representative within 30 days of resignation of the legal representative. The election and change of the Company’s legal representative shall be adopted by an affirmative vote from more than half of all the directors. | | (none in the original Articles of Association) | Article 6 The legal consequences of civil activities performed by the legal representative of the Company in the name of the Company shall be assumed by the Company. Any restriction on the power of the legal representative imposed by the Articles of Association or the shareholders’ meeting shall not be set up against a bona fide opposite party. Where the legal representative causes any harm to any other person for execution of his or her functions, the Company shall assume civil liability for such harm. The Company may, after assuming civil liability, recover loss from the legal representative at fault in accordance with laws or the Articles of Association. | | Article 7 All the properties of the Company are divided into shares of equal value. The liability of a shareholder towards the Company is limited to the shares he/she subscribed, while the liability of the Company to its indebtedness is limited to the amount of all the assets owned by it. | Article 78 All the properties of the Company are divided into shares of equal value. The liability of a shareholder towards the Company is limited to the shares he/she subscribed, while the liability of the Company to its indebtedness is limited to the amount of all the assets owned by it. | | Article 9 The senior management members referred to in the Articles of Association include the Company’s general manager, deputy general manager, head of the finance team, secretary to the Board and other senior management recognized by the Board. | Article 910 The senior management members referred to in the Articles of Association include the Company’s general manager, deputy general manager, head of the finance team, secretary to the Board and other senior management recognized by the Board. personnel prescribed in the Articles of Association. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association				The Amended Articles of Association
Article 15 Upon approval by the company licensing authority authorized by the State Council, the total number of ordinary shares that the Company issued on the date of the establishment is 147,000,000 shares, the capital contribution is in the form of net assets and the capital contribution is made on April 28, 2001. At the time of the change of organization form of the Company from limited liability company into joint stock company, the par value of shares was RMB1 each. Details of names and shareholdings of the Promoter and the percentages are as follows:				Article 1516 Upon approval by the company licensing authority authorized by the State Council, the total number of ordinary shares that the Company issued on the date of the establishment its formation by promotion is 147,000,000 shares, the capital contribution is in the form of net assets and the capital contribution is made on April 28, 2001. At the time of the change of organization form of the Company from limited liability company into joint stock company, the par value of shares was RMB1 each. Details of names and shareholdings of the Promoter and the percentages are as follows:
Shareholding ('0,000)				Shareholding ('0,000)
No.	Name of Promoter	shares)	Percentage	No.	Name of Promoter	shares)	Percentage
1	Yangshengtang Co., Ltd.	9,030	61.43%	1	Yangshengtang Co., Ltd.	9,030	61.43%
2	Hainan Baoyi Agricultural Products Processing Co., Ltd. (海南寶益農副產品加工有限公司)	3,412.5	23.21%	2	Hainan Baoyi Agricultural Products Processing Co., Ltd. (海南寶益農副產品加工有限公司)	3,412.5	23.21%
3	Hainan Yangpu Bochuang Investment Management Co., Ltd. (海南洋浦博創投資管理有限公司)	1,470	10%	3	Hainan Yangpu Bochuang Investment Management Co., Ltd. (海南洋浦博創投資管理有限公司)	1,470	10%
4	Shanghai New Century High Technology Services Ltd.	735	5%	4	Shanghai New Century High Technology Services Ltd.	735	5%
5	Hainan Damen Advertising Co., Ltd. (海南大門廣告有限公司)	52.5	0.36%	5	Hainan Damen Advertising Co., Ltd. (海南大門廣告有限公司)	52.5	0.36%
	Total	14,700	100%		Total	14,700	100%

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 16 Subject to the approval by CSRC, the Company may issue up to 1,380,000,000 overseas listed foreign shares, all being common shares with par value of RMB0.1 each.

As approved by the CSRC, Yangshengtang Co., Ltd. converts 1,303,252,410 non-listed domestic shares held by it in the Company into overseas listed shares (H shares), and all shareholders other than Yangshengtang Co., Ltd. convert non-listed domestic shares held by them in the Company into overseas listed shares (H shares).

The total shares of the Company are 11,246,466,400, and the equity structure of the Company is as follows: 6,211,800,000 shares are held by domestic shareholders, accounting for 55.23% of the total ordinary shares; and 5,034,666,400 shares are held by H-shareholders, accounting for 44.77% of the total ordinary shares. | Article 1617 In 2020, subjectSubject to the approval by CSRC, the Company may issue up to 1,380,000,000 overseas listed foreign shares, all being common shares with par value of RMB0.1 each.

As approved by the CSRC, Yangshengtang Co., Ltd. converts 1,303,252,410 non-listed domestic shares held by it in the Company into overseas listed shares (H shares), meanwhile, and all shareholders other than Yangshengtang Co., Ltd. convert non-listed domestic shares held by them in the Company into overseas listed shares (H shares).

Upon the completion of the issuance of the above overseas listed foreign shares (after the exercise of the over-allotment option) and the conversion of non-listed domestic shares into overseas listed shares (H shares), the total shares share capital structure of the Company are is as follows: there are 11,246,466,400, all of which are ordinary shares; including, The capital structure of the Company is as follows: 6,211,800,000 shares are held by domestic shareholders, accounting for 55.23% of the total ordinary shares; and 5,034,666,400 shares are held by H-shareholders, accounting for 44.77% of the total ordinary shares. Including 6,211,800,000 domestic shares and 1,303,252,410 overseas listed shares converted from domestic shares, which are held by Yangshengtang Co., Ltd., the promoter; and 3,731,413,990 other overseas listed shares (including 3,284,947,590 overseas listed shares converted from domestic shares) held by other shareholders. The H-shares of the Company have been listed on the Main Board of The Stock Exchange of Hong Kong Limited.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 18 The Company or its subsidiary companies (including enterprises affiliated to it) shall not, in the form of grants, advances, guarantees, compensations or loans, among others, provide any assistance to purchasers or potential purchasers of the Company’s shares, except for the implementation of employee stock ownership plans of the Company.	Article 1819 The Company or its subsidiary companies (including enterprises affiliated to it) shall not, in the form of grants, advances, guarantees, compensations or loans, among others, provide any assistance to purchasers or potential purchasers of the Company’s shares, borrowings and other forms, provide financial aid for others to acquire shares of the Company or its parent company, except for the implementation of employee stock ownership plans of the Company.

The Former Articles of Association

The Amended Articles of Association

Article 18 The Company or its subsidiary companies (including enterprises affiliated to it) shall not, in the form of grants, advances, guarantees, compensations or loans, among others, provide any assistance to purchasers or potential purchasers of the Company’s shares, except for the implementation of employee stock ownership plans of the Company.

Article 1819 The Company or its subsidiary companies (including enterprises affiliated to it) shall not, in the form of grants, advances, guarantees, compensations or loans, among others, provide any assistance to purchasers or potential purchasers of the Company’s shares, borrowings and other forms, provide financial aid for others to acquire shares of the Company or its parent company, except for the implementation of employee stock ownership plans of the Company.

The Company may, in the interest of the Company, provide financial assistance for others to acquire shares of the Company or the parent company of the Company by a resolution of the shareholders’ meeting or a resolution of the Board of Directors adopted as authorized by the Articles of Association or the shareholders’ meeting, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. The resolution of the Board of Directors shall be adopted by two-thirds or more of all the directors.

If the Company or its subsidiaries (including enterprises affiliated to it) has conducted this act, it shall comply with laws, administrative regulations, and the rules of the CSRC and the Stock Exchange where the Company’s shares are listed. | | Article 22 The Company may purchase its shares in the manner of centralized public trading, or other methods approved by laws, and administrative regulations and the CSRC and the Stock Exchange.

Where the Company purchases its shares under the circumstance set forth in items (III), (V) or (VI), paragraph 1 of Article 21 of the Articles of Association, it shall conduct trading in the manner of centralized public trading. | Article 2322 The Company may purchase its shares in the manner of centralized public trading, or other methods approved by laws, and administrative regulations and the CSRC and the Stock Exchange.

Where the Company purchases its shares under the circumstance set forth in items (III), (V) or (VI), paragraph 1 of Article 2221 of the Articles of Association, it shall conduct trading in the manner of centralized public trading. | | Article 24 The shares of the Company may be transferred according to the law. | Article 2425 The shares of the Company may shall be transferred according to the law. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 26 Shares of the Company held by promoters shall not be transferred within one year from the date of establishment of the Company. Shares previously issued by the Company prior to the public offering shall not be transferred within one year from the date on which the shares of the Company are listed and traded on a stock exchange. Where laws, administrative regulations or the securities regulatory authorities of the State Council make other provisions on the transfer of shares held by shareholders or actual controllers of a company, such provisions shall apply.	Article 2627 Shares of the Company held by promoters shall not be transferred within one year from the date of establishment of the Company. Shares previously issued by the Company prior to the public offering shall not be transferred within one year from the date on which the shares of the Company are listed and traded on a stock exchange. Where laws, administrative regulations or the securities regulatory authorities of the State Council make other provisions on the transfer of shares held by shareholders or actual controllers of a company, such provisions shall apply.
Directors, supervisors and senior management members of the Company shall report to the Company their shareholdings in the Company and changes therein and shall not transfer annually during their terms of office more than 25% of the total number of shares of the same class of the Company which they hold; the shares of the Company held by them shall not be transferred within one year from the date on which the shares of the Company are listed and traded. The aforesaid persons shall not transfer the shares of the Company held by them within six months from the date of their leaving the Company.	Directors, supervisors and senior management members of the Company shall report to the Company their shareholdings in the Company and changes therein and shall not transfer annually during their terms of office as determined at the time of taking the office more than 25% of the total number of shares of the same class of the Company which they hold; the shares of the Company held by them shall not be transferred within one year from the date on which the shares of the Company are listed and traded. The aforesaid persons shall not transfer the shares of the Company held by them within six months from the date of their leaving the Company. Where there are other provisions in laws, administrative regulations or rules of the CSRC and relevant regulatory rules for the listing venue of the Company's shares regarding the restrictions on the transfer of the Company shares, such provisions shall also be complied with.
Article 28 When the Company convenes a general meeting, distributes dividends, commences liquidation, or participates in other activities requiring the identification of shareholdings, the convener of the Board or the convener of the general meeting shall decide the record date. The shareholders whose names appear on the register of shareholders after the market is closed on the record date shall be entitled to the relevant rights.	Article 2829 When the Company convenes a general meeting shareholders' meeting, distributes dividends, commences liquidation, or participates in other activities requiring the identification of shareholdings shareholders, the convener of the Board or the convener of the general meeting shareholders' meeting shall decide the record date. The shareholders whose names appear on the register of shareholders after the market is closed on the record date shall be entitled to the relevant rights.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 30 The shareholders of the Company shall enjoy the following rights:

(1) the right to receive dividends and other profit distributions in proportion to their shareholdings;

(II) the right to request, convene, preside, attend or appoint proxies to attend general meetings lawfully and to exercise the corresponding voting rights;

(III) the right to supervise the operation of the Company, to present proposals or to raise enquiries;

(IV) the right to transfer, gift or pledge shares in accordance with laws, administrative regulations, the listing rules of the place where the shares are listed and provisions of the Articles of Association;

(V) the right to consult the Articles of Association, the register of shareholders, the stubs of corporate bonds, the minutes of the general meetings, the minutes of the meetings of the Board, the minutes of the meetings of the supervisory committee of the Company (hereinafter referred to as the “Supervisory Committee”), and the financial accounting reports of the Company;

(VI) in the event of the termination or liquidation of the Company, the right to participate in the distribution of remaining assets of the Company in accordance with the shareholdings;

(VII) with respect to shareholders who vote against any resolution adopted at the shareholders’ general meeting on the merger or division of the Company, the right to demand the Company to buy back their shares;

(VIII) other rights under laws, administrative regulations, departmental rules the listing rules of the place where the Company’s shares are listed or the Articles of Association. | Article 3031 The shareholders of the Company shall enjoy the following rights:

(1) the right to receive dividends and other profit distributions in proportion to their shareholdings;

(II) the right to request to hold, convene, preside, attend or appoint proxies to attend general meetings shareholders’ meeting lawfully and to exercise the corresponding voting rights;

(III) the right to supervise the operation of the Company, to present proposals or to raise enquiries;

(V) the right to consult and copy the Articles of Association, the register of shareholders, the stubs of corporate bonds, the minutes of the general meetings shareholders’ meeting, the minutes of the meetings of the Board, the minutes of the meetings of the supervisory committee of the Company (hereinafter referred to as the “Supervisory Committee”), and the financial accounting reports of the Company; Shareholders holding alone or shareholders holding in aggregate 3% or more of the shares of the Company for 180 or more consecutive days can consult the account books and accounting vouchers of the Company; Where a shareholder requests consultation or copying of the relevant materials of a wholly-owned subsidiary of the Company, the preceding provisions of this paragraph apply;

(VI) in the event of the termination or liquidation of the Company, the right to participate in the distribution of remaining assets of the Company in accordance with the shareholdings;

(VII) with respect to shareholders who vote against any resolution adopted at the shareholders’ general meeting meeting on the merger or division of the Company, the right to demand the Company to buy back their shares;

(VIII) other rights under laws, administrative regulations, departmental rules the listing rules of the place where the Company’s shares are listed or the Articles of Association. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 31 To consult the relevant information as mentioned in the preceding article or request the relevant materials, a shareholder shall provide the Company with written documents proving the class and number of shares of the Company held by it, and the Company shall provide the information or materials as requested after verifying the shareholder’s identity.	Article 3132 To consult or copy the relevant information and materials as mentioned in the preceding article or request the relevant materials, a shareholder shall provide the Company with written documents proving the class and number of shares of the Company held by it, and the Company shall provide the information or materials as requested after verifying the shareholder’s identity, as well as complying the provisions of the Company Law, the Securities Law, other laws and administrative regulations and the relevant regulatory rules of the Company’s stock listing venue.

The Former Articles of Association

The Amended Articles of Association

Article 31 To consult the relevant information as mentioned in the preceding article or request the relevant materials, a shareholder shall provide the Company with written documents proving the class and number of shares of the Company held by it, and the Company shall provide the information or materials as requested after verifying the shareholder’s identity.

Article 3132 To consult or copy the relevant information and materials as mentioned in the preceding article or request the relevant materials, a shareholder shall provide the Company with written documents proving the class and number of shares of the Company held by it, and the Company shall provide the information or materials as requested after verifying the shareholder’s identity, as well as complying the provisions of the Company Law, the Securities Law, other laws and administrative regulations and the relevant regulatory rules of the Company’s stock listing venue.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 32 Where the contents of a resolution of the general meeting or a meeting of the Board violate any law or administrative regulation, shareholders shall have the right to request the people’s court to hold it void. Where the convening procedure or voting method of the general meeting or the meeting of the Board violates any law or administrative regulation or Articles of Association, or the contents of a resolution thereof violate the Articles of Association, shareholders shall have the right to, within 60 days after the resolution is made, request the people’s court to revoke the resolution. However, the exceptions are when there is only a minor defect in the procedures for convening the general meeting or the Board or in the manner of voting, which does not materially affect the resolution.	Article 3233 Where the contents of a resolution of the general meeting shareholders’ meeting or a meeting of the Board violate any law or administrative regulation, shareholders shall have the right to request the people’s court to hold it void. Where the convening procedure or voting method of the general meeting shareholders’ meeting or the meeting of the Board violates any law or administrative regulation or Articles of Association, or the contents of a resolution thereof violate the Articles of Association, shareholders shall have the right to, within 60 days after the resolution is made, request the people’s court to revoke the resolution--; A shareholder who was not notified to attend a shareholders’ meeting may, within sixty days from the date he knew or should have known of the adoption of the shareholders’ resolution, request the people’s court to revoke the resolution; and if the shareholder fails to exercise the right of revocation within one year of adoption of the resolution, the right of revocation is extinguished. However, the exceptions are when there is only a minor defect in the procedures for convening the general meeting shareholders’ meeting or the Board or in the manner of voting, which does not materially affect the resolution.

The Former Articles of Association

The Amended Articles of Association

Article 32 Where the contents of a resolution of the general meeting or a meeting of the Board violate any law or administrative regulation, shareholders shall have the right to request the people’s court to hold it void. Where the convening procedure or voting method of the general meeting or the meeting of the Board violates any law or administrative regulation or Articles of Association, or the contents of a resolution thereof violate the Articles of Association, shareholders shall have the right to, within 60 days after the resolution is made, request the people’s court to revoke the resolution. However, the exceptions are when there is only a minor defect in the procedures for convening the general meeting or the Board or in the manner of voting, which does not materially affect the resolution.

Article 3233 Where the contents of a resolution of the general meeting shareholders’ meeting or a meeting of the Board violate any law or administrative regulation, shareholders shall have the right to request the people’s court to hold it void. Where the convening procedure or voting method of the general meeting shareholders’ meeting or the meeting of the Board violates any law or administrative regulation or Articles of Association, or the contents of a resolution thereof violate the Articles of Association, shareholders shall have the right to, within 60 days after the resolution is made, request the people’s court to revoke the resolution--; A shareholder who was not notified to attend a shareholders’ meeting may, within sixty days from the date he knew or should have known of the adoption of the shareholders’ resolution, request the people’s court to revoke the resolution; and if the shareholder fails to exercise the right of revocation within one year of adoption of the resolution, the right of revocation is extinguished. However, the exceptions are when there is only a minor defect in the procedures for convening the general meeting shareholders’ meeting or the Board or in the manner of voting, which does not materially affect the resolution.

Where the Board of Directors, shareholders and other relevant parties have disputes over the validity of the resolutions of the shareholders’ meeting, they shall institute an action with the people’s court in a timely manner. Before the people’s court renders a judgment or ruling such as cancellation resolution, the relevant party shall implement the resolution of the shareholders’ meeting. The Company, its directors and senior management shall diligently perform their duties to ensure the normal operation of the Company.

Where the people’s court renders a judgment or ruling on relevant matters, the Company shall fulfill the obligation of information disclosure in accordance with laws, administrative regulations, and the rules of the CSRC and the stock exchange, fully explain the impact, and actively cooperate with the execution after the judgment or ruling takes effect. Where the correction of previous matters is involved, the corresponding information disclosure obligations shall be handled and fulfilled in a timely manner. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
(none in the original Articles of Association)	Article 34 Under any of the following circumstances, a resolution of the shareholders’ meeting or the Board of Directors of the Company shall not be effective:

(I) a resolution is adopted without holding a shareholders’ meeting or a meeting of the Board of Directors;

(II) the matters to be resolved are not voted on at a shareholders’ meeting or a meeting of the Board of Directors;

(III) the number of persons present at a meeting or the number of voting rights held by them is less than the number of persons or the number of voting rights held as prescribed in Company Law or the Articles of Association;

(IV) the number of persons voting for the matters to be resolved or the number of voting rights held by them is less than the number of persons or the number of voting rights held as prescribed in the Company Law or the Articles of Association. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 33 Where a director or a senior management member violates any law or administrative regulation or the Articles of Association in executing his or her duties in the Company, causing losses to the Company, a shareholder holding or the shareholders aggregately holding 1% or more of the shares of the Company for 180 consecutive days or more shall have the right to request the Supervisory Committee in writing to institute an action in the people’s court. Where the Supervisory Committee violates any law or administrative regulation or the Articles of Association in performing its duties in the Company, causing losses to the Company, shareholders may request the Board in writing to institute an action in the people’s court.	Article 3335 Where a director other than the member of the Audit Committee or a senior management member violates any law or administrative regulation or the Articles of Association in executing his or her duties in the Company, causing losses to the Company, a shareholder holding or the shareholders aggregately holding 1% or more of the shares of the Company for 180 consecutive days or more shall have the right to request the Supervisory Committee—Audit Committee in writing to institute an action in the people’s court. Where the Supervisory Committee—a member of the Audit Committee violates any law or administrative regulation or the Articles of Association in performing its duties in the Company, causing losses to the Company, the aforesaid shareholders may request the Board in writing to institute an action in the people’s court.
Where the Supervisory Committee or the Board refuses to institute an action after receiving a written request from shareholders as mentioned in the preceding paragraph or fails to institute an action within 30 days after receiving the written request, or under urgent situations, a failure to immediately institute an action will result in irreparable damage to the interests of the Company, the shareholder or shareholders as mentioned in the preceding paragraph shall have the right to directly institute an action in the people’s court in the name of the shareholder or shareholders for the sake of the Company.	Where the Supervisory Committee Audit Committee or the Board refuses to institute an action after receiving a written request from shareholders as mentioned in the preceding paragraph or fails to institute an action within 30 days after receiving the written request, or under urgent situations, a failure to immediately institute an action will result in irreparable damage to the interests of the Company, the shareholder or shareholders as mentioned in the preceding paragraph shall have the right to directly institute an action in the people’s court in the name of the shareholder or shareholders for the sake of the Company.

The Former Articles of Association

The Amended Articles of Association

Article 33 Where a director or a senior management member violates any law or administrative regulation or the Articles of Association in executing his or her duties in the Company, causing losses to the Company, a shareholder holding or the shareholders aggregately holding 1% or more of the shares of the Company for 180 consecutive days or more shall have the right to request the Supervisory Committee in writing to institute an action in the people’s court. Where the Supervisory Committee violates any law or administrative regulation or the Articles of Association in performing its duties in the Company, causing losses to the Company, shareholders may request the Board in writing to institute an action in the people’s court.

Article 3335 Where a director other than the member of the Audit Committee or a senior management member violates any law or administrative regulation or the Articles of Association in executing his or her duties in the Company, causing losses to the Company, a shareholder holding or the shareholders aggregately holding 1% or more of the shares of the Company for 180 consecutive days or more shall have the right to request the Supervisory Committee—Audit Committee in writing to institute an action in the people’s court. Where the Supervisory Committee—a member of the Audit Committee violates any law or administrative regulation or the Articles of Association in performing its duties in the Company, causing losses to the Company, the aforesaid shareholders may request the Board in writing to institute an action in the people’s court.

Where the Supervisory Committee or the Board refuses to institute an action after receiving a written request from shareholders as mentioned in the preceding paragraph or fails to institute an action within 30 days after receiving the written request, or under urgent situations, a failure to immediately institute an action will result in irreparable damage to the interests of the Company, the shareholder or shareholders as mentioned in the preceding paragraph shall have the right to directly institute an action in the people’s court in the name of the shareholder or shareholders for the sake of the Company.

Where the Supervisory Committee Audit Committee or the Board refuses to institute an action after receiving a written request from shareholders as mentioned in the preceding paragraph or fails to institute an action within 30 days after receiving the written request, or under urgent situations, a failure to immediately institute an action will result in irreparable damage to the interests of the Company, the shareholder or shareholders as mentioned in the preceding paragraph shall have the right to directly institute an action in the people’s court in the name of the shareholder or shareholders for the sake of the Company.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Where any other person infringes upon the lawful rights and interests of the Company, causing losses to the Company, the shareholder or shareholders as mentioned in paragraph 1 of this article may institute an action in the people’s court under the preceding two paragraphs.	Where any other person infringes upon the lawful rights and interests of the Company, causing losses to the Company, the shareholder or shareholders as mentioned in paragraph 1 of this article may institute an action in the people’s court under the preceding two paragraphs.

Where a director, supervisor, or senior management of a wholly-owned subsidiary of the Company violates laws, administrative regulations or the provisions of the Articles of Association in execution of his or her duties, causing losses to the Company, or where any other person infringes upon the lawful rights and interests of the wholly-owned subsidiary of the Company, causing losses, a shareholder holding alone or shareholders holding in aggregate 1% or more of the shares of the Company for more than 180 consecutive days may, in accordance with the first three paragraphs of Article 189 of the Company Law, request in writing the supervisory committee or the board of directors of a wholly-owned subsidiary to institute an action in a people’s court, or directly institute an action in a people’s court in the name of the shareholder or shareholders. Where a wholly-owned subsidiary of the Company dispenses with a supervisory committee or supervisors, but sets up an audit committee, the provisions of paragraphs 1 and 2 of this article apply. | | Article 36 Where a shareholder holding 5% or more of voting shares of the Company pledges its shares, it shall submit a written report to the Company on the day when the event occurs. | (Delete) | | (none in the original Articles of Association) | Article 39 The controlling shareholder or actual controller of the Company shall exercise their rights and fulfill their obligations in accordance with laws, administrative regulations, and the rules of the CSRC and the relevant regulatory rules of the Company’s stock listing venue, and safeguard the interests of the listed company. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 37 The controlling shareholder or actual controller of the Company may not damage the interests of the Company by taking advantage of its affiliation. Where it violates the relevant provisions and causes losses, it shall assume compensatory liability.

The controlling shareholder or actual controller of the Company shall have a duty of good faith to the Company and the holders of the publicly traded shares of the Company. The controlling shareholder shall exercise its investor's rights in strict accordance with the law, and may not damage the lawful rights and interests of the Company and the holders of the publicly traded shares by taking advantage of profit distribution, asset restructuring, external investment, funds appropriation, and loan guarantee, among others or damage the interests of the Company and the holders of the publicly traded shares by taking advantage of its controlling status. | Article 3740 The controlling shareholder or actual controller of the Company may not damage the interests of the Company by taking advantage of its affiliation. Where it violates the relevant provisions and causes losses, it shall assume compensatory liability. shall abide by the following provisions:

(I) they shall exercise shareholders' rights in accordance with the law, without abusing control rights or using affiliation to damage the lawful rights and interests of the Company or other shareholders;

(II) they shall strictly fulfill the public statements and all commitments made, without making any unauthorized change or exemption;

(III) they shall strictly fulfill the obligation of information disclosure in accordance with relevant regulations, actively and proactively cooperate with the Company in effectively completing the information disclosure work, and notify the Company of major events that have occurred or will occur in a timely manner;

(IV) they shall not occupy company funds in any way;

(V) they shall not force, instruct or require the Company and relevant personnel to provide guarantee in violation of laws and regulations;

(VI) they shall not seek personal gain by taking advantage of the Company's undisclosed major information, disclose any undisclosed major information related to the Company in any way, or carry out activities in violation of laws and regulations such as insider trading, short-term trading, and market manipulation; |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
	(VII) they shall not infringe upon the lawful rights and interests of the Company and other shareholders by any means such as non-fair affiliated transactions, profit distribution, asset reorganization, and external investment;

(VIII) they shall guarantee the Company's integrity of assets, and independence of personnel, finance, institutions and business, without affecting the Company's independence in any way;

(IX) laws, administrative regulations, rules of the CSRC, business rules of the stock exchanges at the Company's stock listing venue and other provisions of the Articles of Association.

Where the controlling shareholder or actual controller of the Company does not serve as a director of the Company but actually handles the Company's affairs, the provisions of the Articles of Association regarding the duty of loyalty and diligence of directors shall apply.

Where the controlling shareholder or actual controller of the Company instructs directors or senior management to conduct acts that harm interests of the Company or shareholders, they shall assume joint and several liability with such directors or senior management.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
(none in the original Articles of Association)	Article 41 A controlling shareholder or actual controller pledging the Company’s stocks held or actually controlled by him or her shall maintain control over the Company and the stability of the Company’s production and operation.
(none in the original Articles of Association)	Article 42 Where a controlling shareholder or actual controller transfers the Company’s shares held by him or her, it shall abide by the restrictive provisions on share transfer as stipulated by laws, administrative regulations, the CSRC and the stock exchange, as well as the commitments made regarding the restricted share transfer (if any).

32 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 38 The general meeting is the organ of authority of the Company, which exercises the following powers in accordance with laws:

(I) to elect or replace the non-employee representative directors and to decide on matters relating to the remuneration of such directors;

(II) to elect or replace the non-employee representative supervisors and to decide on matters relating to the remuneration of such supervisors;

(III) to consider and approve reports of the Board;

(IV) to consider and approve reports of the Supervisory Committee;

(V) to consider and approve the Company’s profit distribution plans and loss recovery plans;

(VI) to decide on any increase or reduction of the Company’s registered capital;

(VII) to decide on the Company’s issuance of bonds;

(VIII) to decide on matters such as merger, division, dissolution, liquidation or change of corporate form of the Company;

(IX) to decide on the engagement, dismissal of accounting firms by the Company;

(X) to amend the Articles of Association;

(XI) to deliberate and approve the guarantee matters as mentioned in Article 39 of the Articles of Association; | Article 3843 The general meeting shareholders’ meeting is the organ of authority of the Company, which shall be composed of all shareholders and exercises the following powers in accordance with laws:

(I) to elect or replace the non-employee representative directors and to decide on matters relating to the remuneration of such directors;

(II) to elect or replace the non-employee representative supervisors and to decide on matters relating to the remuneration of such supervisors;

(III) to consider and approve reports of the Board;

(IV) to consider and approve reports of the Supervisory Committee;

(VIII) to consider and approve the Company’s profit distribution plans and loss recovery plans;

(IX) to decide on any increase or reduction of the Company’s registered capital;

(X) to decide on the Company’s issuance of bonds;

(X) to decide on matters such as merger, division, dissolution, liquidation or change of corporate form of the Company;

(XX) to decide on the engagement, dismissal of accounting firms—by the Company undertaking the Company’s audit business;

(XX) to amend the Articles of Association;

(XX) to deliberate and approve the guarantee matters as mentioned in Article 3944 of the Articles of Association; |

33 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
(XII) 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 year;	(XH) 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 year;
(XIII) to examine the transactions of which the percentage is not lower than 25% (including one-off transactions as well as series of transactions of which the percentage shall be calculated jointly) and all the related transactions of which the percentage is not lower than 5% (including one-off transactions as well as series of transactions of which the percentage shall be calculated jointly) with percentage rates of not less than 25% and 5% respectively in accordance with Rule 14.07 of the Hong Kong Listing Rules;	(XH) to examine the transactions of which the percentage is not lower than 25% (including one-off transactions as well as series of transactions of which the percentage shall be calculated jointly) and all the related transactions of which the percentage is not lower than 5% (including one-off transactions as well as series of transactions of which the percentage shall be calculated jointly) with percentage rates of not less than 25% and 5% respectively in accordance with Rule 14.07 of the Hong Kong Listing Rules;
(XIV) to deliberate and approve matters concerning the changes of uses of the proceed raised;	(XVII) to deliberate and approve matters concerning the changes of uses of the proceed raised;
(XV) to review the equity incentive plans and employee stock ownership plans;	(XVIII) to review the equity incentive plans and employee stock ownership plans;
(XVI) to consider other matters required to be resolved by the shareholders’ general meeting pursuant to laws, regulations, the rules of securities regulatory authorities in the place where the Company’s shares are listed and the Articles of Association.	(XVII) to consider other matters required to be resolved by the shareholders’ general meeting pursuant to laws, regulations, the rules of securities regulatory authorities in the place where the Company’s shares are listed and the Articles of Association.
“Within one year” refers to “within one financial year”.	“Within one year” refers to “within one financial year”.
	The shareholders’ meeting may authorize the Board of Directors to adopt a resolution regarding an offering of corporate bonds.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 39 Under the following circumstances, the external guarantees of the Company must be deliberated and adopted at the general meetings:	Article 3944 Under the following circumstances, the external guarantees of the Company must be deliberated and adopted at the general meetings shareholders' meeting:
(I) guarantees provided after the total amount of external guarantees provided by the Company and its controlled subsidiary companies exceeds 50% of the Company's audited consolidated net assets of the last period;	(I) guarantees provided after the total amount of external guarantees provided by the Company and its controlled subsidiary companies exceeds 50% of the Company's audited consolidated net assets of the last period;
(II) guarantees provided after the total amount of external guarantees provided by the Company and its controlled subsidiary companies exceeds 30% of the Company's audited consolidated total assets of the last period;	(II) guarantees provided after the total amount of external guarantees provided by the Company and its controlled subsidiary companies exceeds 30% of the Company's audited consolidated total assets of the last period;
(III) according to the principle of cumulative calculation of the guarantee amount within twelve consecutive months, guarantees provided by the Company and its controlled subsidiary companies within one year exceed 30% of the Company's audited consolidated total assets of the last period;	(III) according to the principle of cumulative calculation of the guarantee amount within twelve consecutive months, guarantees provided by the Company and its controlled subsidiary companies within one year exceed 30% of the Company's audited consolidated total assets of the last period;
(IV) guarantees provided by the Company and its controlled subsidiary companies for a party whose liability-asset ratio exceeds 70%;	(IV) guarantees provided by the Company and its controlled subsidiary companies for a party whose liability-asset ratio exceeds 70%;
(V) a single guarantee provided by the Company and its controlled subsidiary companies which exceeds 10% of the Company's audited consolidated net assets of the last period;	(V) a single guarantee provided by the Company and its controlled subsidiary companies which exceeds 10% of the Company's audited consolidated net assets of the last period;
(VI) guarantees provided by the Company and its controlled subsidiary companies for shareholders, the actual controller, and the affiliates thereof;	(VI) guarantees provided by the Company and its controlled subsidiary companies for shareholders, the actual controller, and the affiliates thereof;

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
(VII) other external guarantees that meet the requirements of laws, regulations, regulatory documents and the listing rules of the places where the Company’s shares are listed, which are subject to the consideration and approval of the general meetings before they can be put into effect.	(VII) other external guarantees that meet the requirements of laws, regulations, regulatory documents and the listing rules of the places where the Company’s shares are listed, which are subject to the consideration and approval of the general meetings shareholders’ meeting before they can be put into effect.
When the general meetings deliberate on the guarantees mentioned in item (III) above of this Article, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.	When the general meetings shareholders’ meeting deliberate on the guarantees mentioned in item (III) above of this Article, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
Where the Company provides guarantees for a wholly-owned subsidiary or provides guarantees for a controlling subsidiary and the other shareholders of the controlling subsidiary provide guarantees in the same proportion according to the interests enjoyed by them, which is not detrimental to the interests of the Company, the Company may waive the application of the provisions of items (I), (IV) and (V) above of this Article, unless otherwise provided by laws, regulations, the listing rules of the places where the Company’s shares are listed and the Articles of Association.	Where the Company provides guarantees for a wholly-owned subsidiary or provides guarantees for a controlling subsidiary and the other shareholders of the controlling subsidiary provide guarantees in the same proportion according to the interests enjoyed by them, which is not detrimental to the interests of the Company, the Company may waive the application of the provisions of items (I), (IV) and (V) above of this Article, unless otherwise provided by laws, regulations, the listing rules of the places where the Company’s shares are listed and the Articles of Association.
Directors and senior management members who have acted in violation of laws, administrative regulations or the provisions of the Articles of Association relating to the approval authority and deliberation procedures in respect of matters of external guarantees, and have caused losses to the Company, shall be liable for compensation and the Company may institute legal proceedings against them in accordance with the law.	Directors and senior management members who have acted in violation of laws, administrative regulations or the provisions of the Articles of Association relating to the approval authority and deliberation procedures in respect of matters of external guarantees, and have caused losses to the Company, shall be liable for compensation and the Company may institute legal proceedings against them in accordance with the law.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 43 The Company shall convene an extraordinary general meeting within two months upon the occurrence of any of the following events:	Article 4348 The Company shall convene an extraordinary general meeting-shareholders' meeting within two months upon the occurrence of any of the following events:
(I) when the number of directors is less than the number stipulated in the Company Law or less than two-thirds of the number specified in the Articles of Association;	(I) when the number of directors is less than the number stipulated in the Company Law or less than two-thirds of the number specified in the Articles of Association;
(II) when the unrecovered losses of the Company amount to one-third of the total amount of its paid-up share capital;	(II) when the unrecovered losses of the Company amount to one-third of the total amount of its paid-up share capital;
(III) at the request of shareholders who individually or collectively hold more than 10% of the Company's shares;	(III) at the request of shareholders who individually or collectively hold more than 10% of the Company's shares;
(IV) when deemed necessary by the Board;	(IV) when deemed necessary by the Board;
(V) when proposed by the Supervisory Committee;	(V) when proposed by the Supervisory Committee Audit Committee;
(VI) when proposed by two or more independent non-executive directors;	(VI) when proposed by two or more independent non-executive directors;
(VII) any other circumstances stipulated by laws, administrative regulations, departmental regulations, the listing rules of the stock exchange where the Company's shares are listed or the Articles of Association.	(VII) any other circumstances stipulated by laws, administrative regulations, departmental regulations, the listing rules of the stock exchange where the Company's shares are listed or the Articles of Association.
The shareholding mentioned in subsection (III) is calculated on the date of notice of general meeting. However, prior to the announcement of the resolutions approved at the general meeting, the number of the Company's shares individually or jointly held by the shareholders mentioned in subsection (III) shall not be lower than 10% of the total number of the Company's shares with voting rights; should the shareholding is less than 10%, resolutions passed at the extraordinary general meeting would become invalid.	The shareholding mentioned in subsection (III) is calculated on the date of notice of general meeting shareholders' meeting. However, prior to the announcement of the resolutions approved at the general meeting-shareholders' meeting, the number of the Company's shares individually or jointly held by the shareholders mentioned in subsection (III) shall not be lower than 10% of the total number of the Company's shares with voting rights; should the shareholding is less than 10%, resolutions passed at the extraordinary general meeting-shareholders' meeting would become invalid.

37 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 45 Independent non-executive directors shall have the right to propose an extraordinary general meetings to the Board. For such a proposal, the Board shall, in accordance with laws, administrative regulations and the Articles of Association, issue a written affirmative or negative opinion within 10 days after receiving the proposal. If the Board agrees to hold the meeting, it shall issue a notice of holding the general meetings within five days after a resolution is made at a meeting of the Board; or if the Board disagrees to hold the meeting, it shall explain the reasons and announce it.	Article 4550 The Board of Directors shall convene shareholders’ meeting on time within the prescribed time limit.

The Former Articles of Association

The Amended Articles of Association

Article 45 Independent non-executive directors shall have the right to propose an extraordinary general meetings to the Board. For such a proposal, the Board shall, in accordance with laws, administrative regulations and the Articles of Association, issue a written affirmative or negative opinion within 10 days after receiving the proposal. If the Board agrees to hold the meeting, it shall issue a notice of holding the general meetings within five days after a resolution is made at a meeting of the Board; or if the Board disagrees to hold the meeting, it shall explain the reasons and announce it.

Article 4550 The Board of Directors shall convene shareholders’ meeting on time within the prescribed time limit.

With the consent of more than half of all independent non-executive directors, independent Independent non-executive directors shall have the right to propose an extraordinary general meetings shareholders’ meeting to the Board. For such a proposal, the Board shall, in accordance with laws, administrative regulations and the Articles of Association, issue a written affirmative or negative opinion within 10 days after receiving the proposal. If the Board agrees to hold the meeting, it shall issue a notice of holding the general meetings shareholders’ meeting within five days after a resolution is made at a meeting of the Board; or if the Board disagrees to hold the meeting, it shall explain the reasons and announce it. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 52 At the general meetings, the Board, the Supervisory Committee, and a shareholder holding or shareholders aggregately holding 3% or more of the shares of the Company shall have the right to submit proposals.

When the Company convenes a shareholders’ general meeting, the shareholders who individually or jointly, hold more than 3% of the total number of voting shares of the Company, have the right to put forward a new proposal in written form to the Company and submit it to the convener not less than 10 days before the shareholders’ general meeting is held. The convener of the shareholders’ general meeting shall, within 2 days after receiving the proposal, issue a supplementary notice of the shareholders’ general meeting, announce the contents of the interim proposal to inform other shareholders and submit the interim proposal to the shareholders’ general meeting for deliberation.

Except under the circumstances in the preceding paragraph, after publishing a notice of holding the general meetings, the convener may not amend any proposal specified in the notice or add any new proposal.

Any proposal not specified in the notice of holding the general meetings or not complying with Article 51 of the Articles of Association may not be voted and resolved at the general meetings. | Article 5257 At the general meetings shareholders’ meeting, the Board, the Supervisory Committee-Audit Committee, and a shareholder holding or shareholders aggregately holding 31% or more of the shares of the Company shall have the right to submit proposals.

When the Company convenes a shareholders’ general meeting-shareholders’ meeting, the shareholders who individually or jointly, hold more than 31% of the total number of voting shares of the Company, have the right to put forward a new proposal in written form to the Company and submit it to the convener not less than 10 days before the shareholders’ general meeting-shareholders’ meeting is held. The convener of the shareholders’ general meeting-shareholders’ meeting shall, within 2 days after receiving the proposal, issue a supplementary notice of the shareholders’ general meeting-shareholders’ meeting, announce the contents of the interim proposal to inform other shareholders and submit the interim proposal to the shareholders’ general meeting shareholders’ meeting for deliberation; except for an interim proposal that violates a law, an administrative regulation, the Articles of Association and the provisions of the listing rules of the Company’s stock listing venue or does not fall under the scope of powers of the shareholders’ meeting.

Except under the circumstances in the preceding paragraph, after publishing a notice of holding the general meetings shareholders’ meeting, the convener may not amend any proposal specified in the notice or add any new proposal.

Any proposal not specified in the notice of holding the general meetings shareholders’ meeting or not complying with Article 51 of the Articles of Association may not be voted and resolved at the general meetings shareholders’ meeting. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 58 All shareholders registered at the record date or their proxies shall have the right to attend the general meetings, and exercise voting rights in accordance with the relevant laws and regulations and the Articles of Association.

Shareholders may attend the general meetings in person or attend and vote at the meeting by proxy. | Article 5863 All shareholders registered at the record date or their proxies shall have the right to attend the general meetings shareholders’ meeting, and exercise voting rights in accordance with the relevant laws and regulations and the Articles of Association.

Shareholders may attend the general meetings shareholders’ meeting in person or attend and vote at the meeting by proxy. Where a shareholder has a proxy present at a shareholders’ meeting, the authorized matters, powers, and duration of the proxy shall be specified, and submit to the corporation a power of attorney issued by the shareholders, and exercise voting rights within the scope of authorization. | | Article 59 When personally attending the general meetings, an individual shareholder shall produce his or her identity card or any other valid identification or certificate that can prove his or her identity and stock account card. When he or she attends the meeting by proxy, the proxy shall produce his or her valid identification and a power of attorney issued by the shareholder.

The legal representative of a corporate shareholder shall attend the meeting in person or by proxy. When personally attending the meeting, the legal representative shall produce his or her identity card and a valid certificate on his or her qualification as the legal representative; when he or she attends the meeting by proxy, the proxy shall produce his or her identity card and a written power of attorney legally issued by the legal representative of the corporate shareholder. | Article 5964 When personally attending the general meetings shareholders’ meeting, an individual shareholder shall produce his or her identity card or any other valid identification or certificate that can prove his or her identity and stock account card. When he or she attends the meeting by proxy, the proxy shall produce his or her valid identification and a power of attorney issued by the shareholder.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 60 The power of attorney issued by a shareholder to authorize another person to attend the general meetings on its behalf shall include the following:	Article 6065 The power of attorney issued by a shareholder to authorize another person to attend the general meetings-shareholders' meeting on its behalf shall include the following:
(I) the name of the proxy;	(I) the name of the proxy-the principal, and the category and quantity of the Company's shares held;
(II) whether the proxy has voting rights;	(II) whether the proxy has voting rights-the name of the proxy;
(III) instructions on voting for or against or abstain on each matter to be deliberated as listed on the agenda of the meeting;	(III) the specific instructions on-for shareholders, including voting for or against or abstain on each matter to be deliberated as listed on the agenda of the meeting, etc;
(IV) the date of issuance and validity period of the power of attorney;	(IV) the date of issuance and validity period of the power of attorney;
(V) the signature (or seal) of the shareholder. If the shareholder is a corporate shareholder, the seal of the corporate entity shall be affixed to the power of attorney.	(V) the signature (or seal) of the shareholder. If the shareholder is a corporate shareholder, the seal of the corporate entity shall be affixed to the power of attorney.
Article 61 If the proxy form for voting is signed by a person authorized by the appointor, the powers of attorney or other instruments of authorization shall be notarized. The powers of attorney or other instruments of authorization so notarized shall be deposited at the domicile of the Company or such other place as the notice of meeting may specify at the same time as the proxy form for voting is so deposited.	Article 6166 If the proxy form for voting is signed by a person authorized by the appointor, the powers of attorney or other instruments of authorization shall be notarized. The powers of attorney or other instruments of authorization so notarized shall be deposited at the domicile of the Company or such other place as the notice of meeting may specify at the same time as the proxy form for voting is so deposited.
If the appointor is a legal person, such shareholder shall be represented at the general meeting of the Company by its legal representative or the person authorized by its Board of Directors or other decision-making body of such appointor.	If the appointor is a legal person, such shareholder shall be represented at the general meeting of the Company by its legal representative or the person authorized by its Board of Directors or other decision-making body of such appointor.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 62 The proxy form for voting should indicate that whether the proxy may vote at his/her discretion if no instructions have been given by the shareholder.	(Delete)
Article 64 The register of attendees of meeting shall be prepared by the Company. The register shall contain the name or the name of the organization, identity card number, residence address, and domicile of each attendee, the number of voting shares held or represented, and the name or the name of the organization of the shareholder represented, among others.	Article 6468 The register of attendees of meeting shall be prepared by the Company. The register shall contain the name or the name of the organization, identity card number, residence address, and domicile of each attendee, the number of voting shares held or represented, and the name or the name of the organization of the shareholder represented, among others.
Article 66 When the general meetings is held, all directors and supervisors and the Board Secretary of the Company shall attend the meeting, and the general manager and other senior management member shall observe the meeting.	Article 6670 When the general meetings is held, all directors and supervisors and the Board Secretary of the Company shall Where the shareholders' meeting requires a director or senior management to attend observe the meeting, and the general manager and other senior management member the director or senior management shall observe the meeting, and answer questions from the shareholders.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 67 The chairman of the Board shall preside over the general meetings. Where the chairman of the Board is unable or fails to execute his or her duties, a director jointly recommended by a majority of all directors shall preside over the meeting.

The chairman of the Supervisory Committee shall preside over the general meeting convened by the Supervisory Committee on its own initiative. Where the chairman of the Board is unable or fails to execute his or her duties, a supervisor jointly recommended by a majority of all supervisors shall preside over the meeting.

Where a shareholder on its own initiative or shareholders on their own initiative convene the general meetings, the representative recommended by the convener or conveners shall preside over the meeting.

Where the presider violates the rules of procedure during the course of the general meetings, which makes it impossible for the meeting to continue, upon consent of a majority of the voting shareholders attending the meeting, the meeting may recommend one person as the presider to continue the meeting. | Article 6771 The chairman of the Board shall preside over the general meetings shareholders’ meeting. Where the chairman of the Board is unable or fails to execute his or her duties, a director jointly recommended by a majority of all directors shall preside over the meeting.

The chairman of the Supervisory Committee The convener of the Audit Committee shall preside over the general meeting shareholders’ meeting convened by the Supervisory Committee Audit Committee on its own initiative. Where the chairman of the Board convener of the Audit Committee is unable or fails to execute his or her duties, a supervisor an Audit Committee member jointly recommended by a majority of all supervisors members of the Audit Committee shall preside over the meeting.

Where a shareholder on its own initiative or shareholders on their own initiative convene the general meetings shareholders’ meeting, the convener or the conveners or the representative recommended by the convener or conveners shall preside over the meeting.

Where the presider violates the rules of procedure during the course of the general meetings shareholders’ meeting, which makes it impossible for the meeting to continue, upon consent of a majority of the voting shareholders attending the meeting, the meeting may recommend one person as the presider to continue the meeting. | | Article 73 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. The directors, supervisors, the Board Secretary, and convener or their proxies attending the meeting and the presider of the meeting shall affix their signatures to the meeting minutes. The meeting minutes shall be retained, together with the signature book of shareholders attending the on-site meeting, the powers of attorney for proxies, and the valid documentation on online or other voting, for 10 years or more. | Article 7377 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. The directors, supervisors, the Board Secretary, and convener or their proxies attending or observing the meeting and the presider of the meeting shall affix their signatures to the meeting minutes. The meeting minutes shall be retained, together with the signature book of shareholders attending the on-site meeting, the powers of attorney for proxies, and the valid documentation on online or other voting, for 10 years or more. |

– 43 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 79 The following matters shall be passed as ordinary resolutions in a general meeting:	Article 7983 The following matters shall be passed as ordinary resolutions in a general meeting shareholders' meeting:
(I) work reports of the Board and the Supervisory Committee;	(I) work reports of the Board and the Supervisory Committee;
(II) profit distribution plans and loss recovery plans proposed by the Board;	(II) profit distribution plans and loss recovery plans proposed by the Board;
(III) appointment and dismissal of non-employee representative directors and non-employee representative supervisors and their remuneration and payment methods;	(III) appointment and dismissal of non-employee representative directors and non-employee representative supervisors and their remuneration and payment methods;
(IV) annual reports of the Company;	(IV) annual reports of the Company;
(V) matters which shall be approved by a general meeting other than those required to be passed as special resolutions pursuant to laws, administrative regulations, listing rules of the places where the Company's shares are listed or the provisions of the Articles of Association.	(V) matters which shall be approved by a general meeting shareholders' meeting other than those required to be passed as special resolutions pursuant to laws, administrative regulations, listing rules of the places where the Company's shares are listed or the provisions of the Articles of Association.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 80 The following matters shall be passed as special resolutions in a general meeting:

(I) increase or reduction in the registered capital of the Company;

(II) division, splitting, merger, dissolution and liquidation;

(III) amendments to the Articles of Association;

(IV) the purchase, sale of material assets or guarantee provide to others within one year which accounts for more than 30% of the audited total assets of the Company in the latest period;

(V) equity incentive plans;

(VI) other matters specified by laws, administrative regulations, listing rules of the places where the Company’s shares are listed, or the Articles of Association and matters specified by ordinary resolutions of a general meeting that are considered to be significant to the Company and shall be passed as special resolutions.

The above-mentioned “within one year” means “within one fiscal year”. | Article 8084 The following matters shall be passed as special resolutions in a general meeting shareholders’ meeting:

(I) increase or reduction in the registered capital of the Company;

(II) division, splitting, merger, dissolution and liquidation or modification of the form of the company;

(III) amendments to the Articles of Association;

(IV) the purchase, sale of material assets or guarantee provide to others within one year which accounts for more than 30% of the audited total assets of the Company in the latest period;

(V) equity incentive plans;

(VI) other matters specified by laws, administrative regulations, listing rules of the places where the Company’s shares are listed, or the Articles of Association and matters specified by ordinary resolutions of a general meeting shareholders’ meeting that are considered to be significant to the Company and shall be passed as special resolutions.

The above-mentioned “within one year” means “within one fiscal year”. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 82 The methods and procedures for the nomination of candidates for directors and supervisors are as follows:	Article 8286 The methods and procedures for the nomination of candidates for directors and supervisors are as follows:
(I) shareholders holding or consolidating more than 3% of the total number of the Company's issued and outstanding voting shares may propose to the general meetings by way of a written proposal the candidates for directors and supervisors who are not representatives of the employees, provided that the number of persons so nominated shall comply with the provisions of the Articles of Association and shall not be more than the number of persons proposed to be elected. The aforesaid proposals submitted by shareholders to the Company shall reach the Company at least 14 days prior to the date of the general meetings.	(I) shareholders holding or consolidating more than 13% of the total number of the Company's issued and outstanding voting shares may propose to the general meetings shareholders' meeting by way of a written proposal the candidates for directors and supervisors who are not representatives of the employees, provided that the number of persons so nominated shall comply with the provisions of the Articles of Association and shall not be more than the number of persons proposed to be elected. The aforesaid proposals submitted by shareholders to the Company shall reach the Company at least 14 days prior to the date of the general meetings shareholders' meeting.
(II) the Board and the Supervisory Committee may, within the number of persons provided for in these Articles of Association and in accordance with the number of persons to be elected, propose lists of candidates for directors and supervisors and submit them to the Board and the Supervisory Committee for examination respectively. After the Board and the Supervisory Committee have examined and passed a resolution to determine the candidates for directors and supervisors, the Board and the Supervisory Committee shall submit a written proposal to the general meetings. The nomination of independent non-executive director candidates shall be conducted in accordance with the laws and regulations and the regulatory rules of the places where the Company's shares are listed.	(II) the Board and the Supervisory Committee may, within the number of persons provided for in these Articles of Association and in accordance with the number of persons to be elected, propose lists of candidates for directors and supervisors and submit them to the Board and the Supervisory Committee for examination respectively. After the Board and the Supervisory Committee have examined and passed a resolution to determine the candidates for directors and supervisors, the Board and the Supervisory Committee shall submit a written proposal to the general meetings shareholders' meeting. The nomination of independent non-executive director candidates shall be conducted in accordance with the laws and regulations and the regulatory rules of the places where the Company's shares are listed.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
(III) written notification of the intention to nominate a director or supervisor candidate and the nominee’s willingness to accept the nomination, as well as relevant written materials on the nominee’s status, shall be sent to the Company not less than 14 days before the date of the general meetings. The Board and the Supervisory Committee shall provide shareholders with the brief biographies and basic information of the candidates for directors and supervisors.	(III) written notification of the intention to nominate a director-or-supervisor candidate and the nominee’s willingness to accept the nomination, as well as relevant written materials on the nominee’s status, shall be sent to the Company not less than 14 days before the date of the general-meetings-shareholders’ meeting. The Board and the Supervisory Committee shall provide shareholders with the brief biographies and basic information of the candidates for directors and supervisors.
(IV) the period given by the Company for the nomination of candidates for directors and supervisors and the submission of the aforesaid notices and documents by the nominees (which period shall be counted on the day following the date of dispatch of the notice of the general meeting) shall be not less than 7 days.	(IV) the period given by the Company for the nomination of candidates for directors and supervisors and the submission of the aforesaid notices and documents by the nominees (which period shall be counted on the day following the date of dispatch of the notice of the general meeting-shareholders’ meeting) shall be not less than 7 days.
(V) the general meetings shall vote on each of the candidates for directors and supervisors individually.	(V) the general-meetings-shareholders’ meeting shall vote on each of the candidates for directors and supervisors individually.
(VI) in the event of a temporary increase in the number of directors or supervisors, the Board or the Supervisory Committee shall propose to the general meetings that such director or supervisor be elected or replaced.	(VI) in the event of a temporary increase in the number of directors or supervisors, the Board or the Supervisory Committee shall propose to the general-meetings-shareholders’ meeting that such director-or-supervisor be elected or replaced.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 89 The time of close of the on-site voting of the general meetings shall not be earlier than that of online or any other manner of voting, and the presider shall announce the voting and voting result of each proposal and according to the voting result, whether a proposal is passed.

Before the voting results are officially announced, the Company, ballot counters and supervisors, principal shareholders, network service providers, and other parties involved in the on-site, online, and other manners (if any) of voting of the meeting shall all be obligated to keep the voting information confidential. | Article 8993 The time of close of the on-site voting of the general meetings shareholders' meeting shall not be earlier than that of online or any other manner of voting, and the presider shall announce the voting and voting result of each proposal and according to the voting result, whether a proposal is passed.

Before the voting results are officially announced, the Company, ballot counters and supervisors, principal shareholders, network service providers, and other parties involved in the on-site, online, and other manners (if any) of voting of the meeting shall all be obligated to keep the voting information confidential. | | Article 90 The shareholders attending the general meetings shall deliver one of the following opinions on the proposals submitted for voting: yes, no, or abstention.

The voters of blank ballots, incorrectly completed ballots, illegible ballots, and uncast ballots shall be all deemed to have waived their voting rights, and the voting results of the shares held by them shall be recorded as “abstention”. | | Article 91 If the presider of the meeting has any doubts about the voting result of a proposed resolution, he/she may arrange to recount of the votes. If the presider of the meeting does not arrange re-counting of the votes, a shareholder or proxy attending the meeting who dissent from the result announced by the presider of the meeting shall be entitled to request re-counting of votes immediately after such announcement, in which case the presider of the meeting shall immediately arrange re-counting of the votes. | Article 9195 If the presider of the meeting has any doubts about the voting result of a proposed resolution, he/she may arrange to recount of the votes. If the presider of the meeting does not arrange re-counting of the votes, a shareholder or proxy attending the meeting who dissent from the result announced by the presider of the meeting shall be entitled to request re-counting of votes immediately after such announcement, in which case the presider of the meeting shall immediately arrange organize re-counting of the votes. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 92 If ballots are counted at a general meeting, the counting results shall be recorded in the minutes of the meeting. The minutes together with the attendance record of shareholders, the powers of attorney of the proxies and valid record of other means of voting, shall be kept at the domicile of the Company.	Article 9296 If ballots are counted at a general meeting shareholders' meeting, the counting results shall be recorded in the minutes of the meeting. The minutes together with the attendance record of shareholders, the powers of attorney of the proxies and valid record materials of other means of voting, shall be kept at the domicile of the Company.
(none in the original Articles of Association)	Article 98 Where a proposal is not passed, or the current shareholders' meeting modifies a resolution made at a previous shareholders' meeting, a special reminder shall be placed in the announcement of the resolutions of the current shareholders' meeting.
Article 96 The Company shall establish a Board, which shall be accountable and report its work to the shareholders' general meeting. The Board shall consist of nine Directors, employee representatives may serve as directors on the Board. At all times, more than one-third of the members of the Board shall be independent non-executive Directors, and the total number of independent non-executive Directors shall be not less than three, at least one of whom shall have appropriate professional qualifications in line with regulatory requirements, or appropriate accounting or related financial management expertise. The Board shall have one chairman. The chairman shall be appointed and could be removed by a majority of all members of the Board. The chairman shall serve a term of three years subject to re-election.	Article 96106 The Company shall establish a Board, which shall be accountable and report its work to the shareholders' general meeting. The Board shall consist of nine Directors, including one employee representatives may serve as directors on the Board of the Company. At all times, more than one-third of the members of the Board shall be independent non-executive Directors, and the total number of independent non-executive directors shall be not less than three, at, At least one of the independent non-executive Directors shall possess whom shall have appropriate professional qualifications in line with meeting regulatory requirements, or appropriate expertise in accounting or related relevant financial management expertise. The Board shall have one chairman. The chairman shall be elected and removed by the Board by a majority vote of all directors, with a term of three years, and may be re-elected and serve consecutive terms upon expiration of the term, appointed and could be removed by a majority of all members of the Board. The chairman shall serve a term of three years subject to re-election.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 97 Directors shall be elected and replaced at general meetings, and the general meetings may remove the director from his or her office before the expiration of the term of office. Directors shall serve a term of three years and may serve consecutive terms if re-elected upon the expiration of his/her term. The term of office of a director shall commence from the date of him/her assuming office until the expiry of the term of the prevailing session of the Board. Before the expiry of his or her term of office, a director may resign by submitting a written resignation report to the Board. Where a director has not been timely re-elected at the expiry of the term of office, or where a director has resigned during the term of office resulting that the number of the members in the board falls below the quorum, the original director shall perform his/her duties as a director, prior to the assumption by the re-elected director, in accordance with the laws, administrative regulations, departmental rules and regulations, listing rules of the places where the Company’s shares are listed and the provisions of the Articles of Association. Except under the circumstance in the preceding paragraph, a director’s resignation shall take effect once his or her resignation report is received by the Board. A director is not required to hold any shares of the Company.	Article 97-101 Directors—Shareholder-representative directors shall be elected and replaced at general meetings shareholders’ meeting, and the general meetings shareholders’ meeting may remove the director from his or her office before the expiration of the term of office. Employee-representative directors shall be democratically elected or recalled by the employees. Directors shall serve a term of three years and may serve consecutive terms if re-elected upon the expiration of his/her term. The term of office of a director shall commence from the date of him/her assuming office until the expiry of the term of the prevailing session of the Board. Before the expiry of his or her term of office, a director may resign by submitting a written resignation report to the Board-Company. Where a director has not been timely re-elected at the expiry of the term of office, or where a director has resigned during the term of office resulting that the number of the members in the board falls below the quorum, the original director shall perform his/her duties as a director, prior to the assumption by the re-elected director, in accordance with the laws, administrative regulations, departmental rules and regulations, listing rules of the places where the Company’s shares are listed and the provisions of the Articles of Association. Except under the circumstance in the preceding paragraph, a director’s resignation shall take effect once his or her resignation report is received by the Board-Company. A director is not required to hold any shares of the Company.

The Former Articles of Association

The Amended Articles of Association

Article 97 Directors shall be elected and replaced at general meetings, and the general meetings may remove the director from his or her office before the expiration of the term of office. Directors shall serve a term of three years and may serve consecutive terms if re-elected upon the expiration of his/her term. The term of office of a director shall commence from the date of him/her assuming office until the expiry of the term of the prevailing session of the Board. Before the expiry of his or her term of office, a director may resign by submitting a written resignation report to the Board. Where a director has not been timely re-elected at the expiry of the term of office, or where a director has resigned during the term of office resulting that the number of the members in the board falls below the quorum, the original director shall perform his/her duties as a director, prior to the assumption by the re-elected director, in accordance with the laws, administrative regulations, departmental rules and regulations, listing rules of the places where the Company’s shares are listed and the provisions of the Articles of Association. Except under the circumstance in the preceding paragraph, a director’s resignation shall take effect once his or her resignation report is received by the Board. A director is not required to hold any shares of the Company.

Article 97-101 Directors—Shareholder-representative directors shall be elected and replaced at general meetings shareholders’ meeting, and the general meetings shareholders’ meeting may remove the director from his or her office before the expiration of the term of office. Employee-representative directors shall be democratically elected or recalled by the employees. Directors shall serve a term of three years and may serve consecutive terms if re-elected upon the expiration of his/her term. The term of office of a director shall commence from the date of him/her assuming office until the expiry of the term of the prevailing session of the Board. Before the expiry of his or her term of office, a director may resign by submitting a written resignation report to the Board-Company. Where a director has not been timely re-elected at the expiry of the term of office, or where a director has resigned during the term of office resulting that the number of the members in the board falls below the quorum, the original director shall perform his/her duties as a director, prior to the assumption by the re-elected director, in accordance with the laws, administrative regulations, departmental rules and regulations, listing rules of the places where the Company’s shares are listed and the provisions of the Articles of Association. Except under the circumstance in the preceding paragraph, a director’s resignation shall take effect once his or her resignation report is received by the Board-Company. A director is not required to hold any shares of the Company.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 98 Where a director’s resignation takes effect or his or her term of office expires, the director shall appropriately complete all handover procedures with the Board, but his or her duties of loyalty to the Company and shareholders shall not necessarily be discharged with the termination of their tenure, while a director’s obligation to treat such trade secrets of the Company confidential survives the termination of their tenure until the secret becomes public information. The specific period of time during which a director’s duties of loyalty are assumed after the effective date of resignation or expiration of the term of office is two years from the effective date of resignation or expiration of the term of office. Other obligations may continue for such a period as fairness may require, depending on the time lapse between the termination of tenure and the occurrence of the event concerned, and the circumstances and conditions under which the relationship between them and the Company is terminated.	Article 98102 The Company shall establish a management system for the departure of directors, clearly defining the guarantee measures for holding liable and recovering compensation for unfulfilled public commitments and other outstanding matters. Where a director’s resignation takes effect or his or her term of office expires, the director shall appropriately complete all handover procedures with the Board, but his or her duties of loyalty to the Company and shareholders shall not necessarily be discharged with the termination of their tenure, and shall remain effective during a reasonable period specified by the Articles of Association. Wwhile a director’s obligation to treat such trade secrets of the Company confidential survives the termination of their tenure until the secret becomes public information. The specific period of time during which a director’s duties of loyalty are assumed after the effective date of resignation or expiration of the term of office is two years from the effective date of resignation or expiration of the term of office. Other obligations may continue for such a period as fairness may require, depending on the time lapse between the termination of tenure and the occurrence of the event concerned, and the circumstances and conditions under which the relationship between them and the Company is terminated. The responsibilities that a director shall assume in the performance of duties during his or her term of office shall not be relieved or terminated upon leaving office.
(none in the original Articles of Association)	Article 103 The shareholders’ meeting may adopt a resolution to remove a director, and the resolution takes effect on the date of resolution. Where a director is removed before expiry of his or her term of office without justified reasons, the director may require the Company to pay compensation.

The Former Articles of Association

The Amended Articles of Association

Article 98 Where a director’s resignation takes effect or his or her term of office expires, the director shall appropriately complete all handover procedures with the Board, but his or her duties of loyalty to the Company and shareholders shall not necessarily be discharged with the termination of their tenure, while a director’s obligation to treat such trade secrets of the Company confidential survives the termination of their tenure until the secret becomes public information. The specific period of time during which a director’s duties of loyalty are assumed after the effective date of resignation or expiration of the term of office is two years from the effective date of resignation or expiration of the term of office. Other obligations may continue for such a period as fairness may require, depending on the time lapse between the termination of tenure and the occurrence of the event concerned, and the circumstances and conditions under which the relationship between them and the Company is terminated.

Article 98102 The Company shall establish a management system for the departure of directors, clearly defining the guarantee measures for holding liable and recovering compensation for unfulfilled public commitments and other outstanding matters. Where a director’s resignation takes effect or his or her term of office expires, the director shall appropriately complete all handover procedures with the Board, but his or her duties of loyalty to the Company and shareholders shall not necessarily be discharged with the termination of their tenure, and shall remain effective during a reasonable period specified by the Articles of Association. Wwhile a director’s obligation to treat such trade secrets of the Company confidential survives the termination of their tenure until the secret becomes public information. The specific period of time during which a director’s duties of loyalty are assumed after the effective date of resignation or expiration of the term of office is two years from the effective date of resignation or expiration of the term of office. Other obligations may continue for such a period as fairness may require, depending on the time lapse between the termination of tenure and the occurrence of the event concerned, and the circumstances and conditions under which the relationship between them and the Company is terminated. The responsibilities that a director shall assume in the performance of duties during his or her term of office shall not be relieved or terminated upon leaving office.

(none in the original Articles of Association)

Article 103 The shareholders’ meeting may adopt a resolution to remove a director, and the resolution takes effect on the date of resolution. Where a director is removed before expiry of his or her term of office without justified reasons, the director may require the Company to pay compensation.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 100 Where a director violates any law, administrative regulation or departmental rules or the Articles of Association in executing his or her duties in the Company, causing losses to the Company, he or she shall assume compensatory liability.	Article 100105 Where a director causes damage to others while performing his or her duties for the Company, the Company shall assume liability for compensation. Where a director has intentional acts or gross negligence, he or she shall also assume liability for compensation. Where a director violates any law, administrative regulation or departmental rules or the Articles of Association in executing his or her duties in the Company, causing losses to the Company, he or she shall assume compensatory liability.
Article 101 Independent non-executive directors shall be governed by the relevant provisions of laws and administrative regulations, as well as the relevant rules of the CSRC and the stock exchange.	(Delete)

The Former Articles of Association

The Amended Articles of Association

Article 100 Where a director violates any law, administrative regulation or departmental rules or the Articles of Association in executing his or her duties in the Company, causing losses to the Company, he or she shall assume compensatory liability.

Article 100105 Where a director causes damage to others while performing his or her duties for the Company, the Company shall assume liability for compensation. Where a director has intentional acts or gross negligence, he or she shall also assume liability for compensation. Where a director violates any law, administrative regulation or departmental rules or the Articles of Association in executing his or her duties in the Company, causing losses to the Company, he or she shall assume compensatory liability.

Article 101 Independent non-executive directors shall be governed by the relevant provisions of laws and administrative regulations, as well as the relevant rules of the CSRC and the stock exchange.

(Delete)

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 102 The Board shall be accountable to the general meeting and perform the following duties and powers:	Article 102107 The Board shall be accountable to the general meeting shareholders’ meeting and perform the following duties and powers:
(I) to convene the general meeting and report its performance at the general meetings;	(I) to convene the general meeting shareholders’ meeting and report its performance at the general meetings shareholders’ meeting;
(II) to implement resolutions adopted at the general meetings;	(II) to implement resolutions adopted at the general meetings shareholders’ meeting;
(III) to make decisions on the Company’s business plans and investment plans;	(III) to make decisions on the Company’s business plans and investment plans;
(IV) to formulate the Company’s profit distribution plans and loss recovery plans;	(IV) to formulate the Company’s profit distribution plans and loss recovery plans;
(V) to formulate the proposals on the increase or reduction of the Company’s registered capital and the proposals on the issuance of bonds or other securities and listing plans;	(V) to formulate the proposals on the increase or reduction of the Company’s registered capital and the proposals on the issuance of bonds or other securities and listing plans;
(VI) to formulate the plans for a significant acquisition, purchase of the shares of the Company, merger, division, dissolution and other changes in the corporate form of the Company;	(VI) to formulate the plans for a significant acquisition, purchase of the shares of the Company, merger, division, dissolution and other changes in the corporate form of the Company;
(VII) as authorized by the general meetings, to decide matters concerning external investment, acquisition or sale of assets, mortgage of assets, external guarantees, entrust wealth management, connected transactions, and external donation, among others;	(VII) as authorized by the general meetings shareholders’ meeting, to decide matters concerning external investment, acquisition or sale of assets, mortgage of assets, external guarantees, entrust wealth management, connected transactions, and external donation, among others;
(VIII) to determine the establishment of internal management departments of the Company;	(VIII) to determine the establishment of internal management departments of the Company;

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
(IX) to appoint or dismiss the general manager, the Board Secretary and secretary to the Company (the “Company Secretary”), and other senior management members of the Company, and deciding matters concerning their remunerations, punishments and rewards; and to appoint or dismiss the deputy general manager, financial officer and other senior management members of the Company as nominated by the general manager and to determine their remunerations, punishments and rewards;	(IX) to appoint or dismiss the general manager, the Board Secretary and secretary to the Company (the “Company Secretary”), and other senior management members of the Company, and deciding matters concerning their remunerations, punishments and rewards; and to appoint or dismiss the deputy general manager, financial officer and other senior management members of the Company as nominated by the general manager and to determine their remunerations, punishments and rewards;
(X) to formulate the basic management system of the Company;	(X) to formulate the basic management system of the Company;
(XI) to formulate the proposals for any amendment to the Articles of Association;	(XI) to formulate the proposals for any amendment to the Articles of Association;
(XII) to authorize the chairman to exercise some of the duties and powers of the Board;	(XII) to authorize the chairman to exercise some of the duties and powers of the Board;
(XIII) to consider and approve (1) share transactions with all percentage ratios of less than 5% and the consideration including shares to be issued for listing (including one-off transactions and a series of transactions that require a combined calculation of the percentage ratios); (2) disclosable transactions with all percentage ratios of 5% or more but less than 25% (including one-off transactions and a series of transactions that require the combined calculation of the percentage ratios); and (3) partially exempt connected transactions and non-exempt connected transactions with all percentage ratios (except profits ratio) of higher than 0.1% but lower than 5% (including one-off transactions and a series of transactions that require the combined calculation of the percentage ratios), calculated in accordance with the percentage ratio requirements of Rule 14.07 of the Hong Kong Listing Rules.	(XIII) to consider and approve (1) share transactions with all percentage ratios of less than 5% and the consideration including shares to be issued for listing (including one-off transactions and a series of transactions that require a combined calculation of the percentage ratios); (2) disclosable transactions with all percentage ratios of 5% or more but less than 25% (including one-off transactions and a series of transactions that require the combined calculation of the percentage ratios); and (3) partially exempt connected transactions and non-exempt connected transactions with all percentage ratios (except profits ratio) of higher than 0.1% but lower than 5% (including one-off transactions and a series of transactions that require the combined calculation of the percentage ratios), calculated in accordance with the percentage ratio requirements of Rule 14.07 of the Hong Kong Listing Rules.
(XIV) to formulate the equity incentive plans and employee stock ownership plans of the Company;	(XIV) to formulate the equity incentive plans and employee stock ownership plans of the Company;
(XV) to prepare the proposal on the amount and payment method of the emoluments of directors and to submit it to the general meeting for decision;	(XV) to prepare the proposal on the amount and payment method of the emoluments of directors and to submit it to the general meeting shareholders’ meeting for decision;

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
(XVI) to manage the information disclosure of the Company;	(XVI) to manage the information disclosure of the Company;
(XVII) to propose at general meetings for the appointment or change of accounting firm conducting auditing for the Company;	(XVII) to propose at the shareholders’ meeting general meetings for the appointment or change of accounting firm conducting auditing for the Company;
(XVIII) to hearing the work reports of the general manager of the Company and inspecting the general manager’s work;	(XVIII) to hearing the work reports of the general manager of the Company and inspecting the general manager’s work;
(XIX) to decide on such major matters and administrative affairs other than those ought to be decided by the general meeting of the Company as specified in the laws, administrative regulations, rules and regulations of the competent authorities and these Articles of Association of the Company and enter into other important agreements;	(XIX) to decide on such major matters and administrative affairs other than those ought to be decided by the general meeting shareholders’ meeting of the Company as specified in the laws, administrative regulations, rules and regulations of the competent authorities and these Articles of Association of the Company and enter into other important agreements;
(XX) other duties and powers stipulated by laws, administrative regulations, departmental rules and regulations, listing rules of the places where the Company’s shares are listed, or the provisions of the Articles of Association.	(XX) other duties and powers stipulated by laws, administrative regulations, departmental rules and regulations, listing rules of the places where the Company’s shares are listed, or the provisions of the Articles of Association.
Except for the Board resolutions in respect of the matters specified in paragraphs (V), (VI) and (XI) which shall be passed by more than two-thirds of the directors, the Board resolutions in respect of all other matters set out in the preceding paragraphs may be passed by more than one-half of the directors.	Except for the Board resolutions in respect of the matters specified in paragraphs (V), (VI) and (XI) which shall be passed by more than two-thirds of the directors, the Board resolutions in respect of all other matters set out in the preceding paragraphs may be passed by more than one-half of the directors.
Should the foregoing exercise of such functions and powers by the Board, or any transaction or arrangement of the Company be considered and reviewed by a general meeting according to the listing rules of the places where the Company’s shares are listed, such shall be submitted to the general meeting for consideration and review.	Should the foregoing exercise of such functions and powers by the Board, or any transaction or arrangement of the Company be considered and reviewed by a general meeting shareholders’ meeting according to the listing rules of the places where the Company’s shares are listed, such shall be submitted to the general meeting shareholders’ meeting for consideration and review.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 106 The chairman of the Board shall exercise the following powers:	Article 106111 The chairman of the Board shall exercise the following powers:
(I) to preside over general meetings, to convene and preside over Board meetings;	(I) to preside over general meetings shareholders' meeting, to convene and preside over Board meetings;
(II) to supervise and inspect the implementation of Board resolutions;	(II) to supervise and inspect the implementation of Board resolutions;
(III) to execute documents in relation to the Company's issue of shares, corporate bonds, and other valuable securities;	(III) to execute documents in relation to the Company's issue of shares, corporate bonds, and other valuable securities;
(IV) to sign important documents of the Board and other documents that shall be signed by the legal representative of the Company;	(IV) to sign important documents of the Board and other documents that shall be signed by the legal representative of the Company chairman of the Board;
(V) in case of emergency circumstances of force majeure events such as extraordinary natural disasters, to exercise special disposal powers which are in compliance with legal requirements and are in the interests of the Company on matters of the Company and provide ex-post reports to the Board and the shareholders' general meeting;	(IV) in case of emergency circumstances of force majeure events such as extraordinary natural disasters, to exercise special disposal powers which are in compliance with legal requirements and are in the interests of the Company on matters of the Company and provide ex-post reports to the Board and the shareholders' general meeting;
(VI) to nominate or recommend the general manager, the Board Secretary and the Company Secretary for the Board to consider and vote;	(VI) to nominate or recommend the general manager, the Board Secretary and the Company Secretary for the Board to consider and vote;
(VII) to propose to convene an extraordinary meeting of the Board;	(VII) to propose to convene an extraordinary meeting of the Board;
(VIII) to exercise other functions and powers conferred by the Board.	(VIII) to exercise other functions and powers conferred by the Board.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 109 The chairman of the board shall convene an extraordinary board meeting in one of the following circumstances:
(I) proposed by shareholders holding not less than one-tenth of the voting rights;
(II) proposed by not less than one-third of the directors;
(III) considered necessary by the chairman; and
(IV) other circumstances stipulated by the Articles of Association.	Article 109114 The chairman of the board shall convene an extraordinary board meeting in one of the following circumstances:
(I) proposed by shareholders holding not less than one-tenth of the voting rights;
(II) proposed by not less than one-third of the directors or the Audit Committee;
(III) considered necessary by the chairman; and
(IV) other circumstances stipulated by the Articles of Association.
Article 112 Meetings of the Board may be held only if a majority of all directors are present.
Each director shall be entitled to one vote. Save as otherwise specified in the Articles of Association, resolutions made by the Board shall be passed by more than half of all directors.
If the votes for and against are the same, the chairman shall be entitled to cast one additional vote.	Article 112117 Meetings of the Board may be held only if a majority of all directors are present.
Each director shall be entitled to one vote. Save as otherwise specified in the Articles of Association, resolutions made by the Board shall be passed by more than half of all directors.
If the votes for and against are the same, the chairman shall be entitled to cast one additional vote.
Article 113 Where a director or any of his/her close associates has any interest in the subject matter of the board meeting, such director shall abstain from the meeting, and his/ her voting rights shall be withdrawn and he/she shall not be counted in the quorum of the meeting, neither shall he/she vote by proxy of other directors. Where any Director is required to abstain from voting, the relevant meeting of the Board may be held when more than half of the uninterested Directors attend the meeting, and the resolutions formed shall be passed by more than half of the uninterested Directors. If the number of uninterested Directors attending the meeting is less than 3, the relevant proposal shall not be voted and shall be submitted to the general meeting for review.	Article 113118 Where a director or any of his/her close associates has any interest in the subject matter of the board meeting, is affiliated to an enterprise or individual involved in a matter to be resolved at a meeting of the Board of Directors, the director shall submit a written report to the Board of Directors in a timely manner. Such director shall abstain from the meeting, and his/ her voting rights shall be withdrawn and he/she shall not be counted in the quorum of the meeting, neither shall he/she vote by proxy of other directors. Where any Director is required to abstain from voting, the relevant meeting of the Board may be held when more than half of the uninterested Directors attend the meeting, and the resolutions formed shall be passed by more than half of the uninterested Directors. If the number of uninterested Directors attending the meeting is less than 3, the relevant proposal shall not be voted and shall be submitted to the general meeting shareholders' meeting for review.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
(none in the original Articles of Association)	Section 3 Independent Non-Executive Director

Article 124 Independent non-executive directors shall, in accordance with the laws, administrative regulations, and rules of the CSRC and the Stock Exchange where the Company’s shares are listed, and the Articles of Association, diligently perform their duties, maximize the role of participating in decision-making, supervision and balancing, and professional consultation in the board of directors, safeguard the overall interests of the Company and protect the lawful rights and interests of minority shareholders.

Article 125 Independent non-executive directors must maintain their independence. The following personnel shall not serve as independent non-executive directors:

(I) personnel employed by the Company or its affiliated enterprises, as well as their spouses, parents, children and major social relations therewith;

(II) natural person shareholders who directly or indirectly hold more than 1% of the shares issued by the Company or are among the top ten shareholders of the Company, as well as their spouses, parents and children;

(III) shareholders who directly or indirectly hold more than 5% of the shares issued by the Company, or hold positions among in the top five shareholders of the Company, as well as their spouses, parents and children;

(IV) personnel employed in the affiliated enterprises of the Company’s controlling shareholder or actual controller, as well as their spouses, parents and children; |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
	(V) personnel who have significant business transactions with the Company and its controlling shareholder, actual controller or their respective affiliated enterprises, or who hold positions in entities with significant business transactions and their controlling shareholder or actual controller;
	(VI) personnel providing financial, legal, consulting, sponsorship and other services to the Company and its controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all members of the project team of the intermediary institutions providing services, review personnel at all levels, personnel affixing signatures to the reports, partners, directors, senior management and main responsible persons;
	(VII) personnel who fall under any of the circumstances listed in subparagraphs (I) to (VI) within the most recent twelve months;
	(VIII) other personnel who do not have independence as stipulated by laws, administrative regulations, the CSRC, the business rules of the stock exchange and the Articles of Association;
	The affiliated enterprises of the Company's controlling shareholder or actual controller as mentioned in subparagraphs (IV) to (VI) of the preceding paragraph do not include enterprises that are controlled by the same state-owned asset management institution as the Company and have not formed an affiliated relationship with the Company in accordance with the relevant regulations.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
	Article 126 Anyone who serves as an independent non-executive director of the Company shall meet the following conditions:
	(I) in accordance with laws, administrative regulations, the regulatory rules of the listing venue of the Company’s shares and other relevant provisions, he or she is qualified to serve as a director of a listed company;
	(II) he or she complies with the requirements for independence as stipulated in the Articles of Association;
	(III) he or she possesses basic knowledge on operation of listed companies and is familiar with relevant laws, regulations and rules;
	(IV) he or she has more than five years of working experience in law, accounting or economics, etc. necessary to perform the duties of an independent director;
	(V) he has sound personal character and no major records of bad faith or other bad records;
	(VI) other conditions as stipulated by laws, administrative regulations, the rules of the CSRC, the regulatory rules of the listing venue of the Company’s shares and the Articles of Association;

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
	Article 127 As members of the Board of Directors, independent non-executive directors shall be loyal and diligent to the Company and all shareholders, and shall perform the following duties prudently:

(I) participating in the decision-making of the board of directors and expressing clear opinions on the matters deliberated;

(II) supervising potential major conflicts of interest between the Company and its controlling shareholder, actual controller, directors and senior management, and protecting the lawful rights and interests of minority shareholders;

(III) providing professional and objective suggestions for the Company’s operation and development to promote the improvement of the decision-making level of the board of directors;

(IV) other duties as prescribed by laws, administrative regulations, the CSRC, the regulatory rules of the listing venue of the Company’s shares and the Articles of Association; |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
	Article 128 Independent non-executive directors shall exercise the following special powers:

(I) independently engaging intermediary institutions to audit, consult or verify specific matters of the Company;

(II) to propose to the Board the appointment or removal of the accounting firm;

(III) putting forward a proposal to the Board of Directors to convene an interim shareholders’ meeting;

(IV) putting forward a proposal to convene a meeting of the Board of Directors;

(V) publicly soliciting shareholders’ rights from shareholders in accordance with the law;

(VI) expressing independent opinions on matters that may harm the rights and interests of the Company or minority shareholders;

(VII) other powers as prescribed by laws, administrative regulations, the CSRC, the regulatory rules of the listing venue of the Company’s shares and the Articles of Association;

Independent non-executive directors exercising the powers listed from subparagraphs (I) to (IV) of the preceding paragraph shall obtain the consent of more than half of all independent non-executive directors.

If the aforesaid proposal is not accepted or the aforesaid authorities cannot be properly exercised, the Company shall make disclosure of the relevant situation. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
(none in the original Articles of Association)	Section 4 Special Committee of the Board of Directors

Article 129 The Company does not have a supervisor or a Supervisory Committee. The Board of Directors of the Company has established an audit committee (hereinafter referred to as the “Audit Committee”), which exercises the functions and powers of the Supervisory Committee as stipulated in the Company Law and other functions and powers as stipulated in the Articles of Association.

Article 130 The Audit Committee shall consist of three directors, all of whom shall be non-executive directors. Independent non-executive directors shall account for the majority of the Audit Committee members, and at least one independent non-executive director shall possess appropriate professional qualifications as defined under the Hong Kong Listing Rules or appropriate expertise in accounting or relevant financial management. The members of the Audit Committee shall be determined upon deliberation by the Board of Directors. Employee representatives on the Board of Directors of the Company may serve as members of the Audit Committee.

The Audit Committee shall have one convener, who shall be an independent non-executive director with professional accounting expertise, and shall be responsible for presiding over the work of the Audit Committee. The convener of the Audit Committee shall be elected by the Board of Directors. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
	The principal duties and powers of the Audit Committee are as follows:

(I) to make recommendations to the Board of Directors on the appointment, reappointment, replacement or dismissal of the external audit institution; to approve and review the audit fees and engagement terms of the external audit institution; to handle any matters relating to the resignation or dismissal of the external audit institution; to supervise the work of the external audit institution and review the reports issued by the external audit institution. The Company may only deliberate relevant proposals at the Board of Directors after the Audit Committee has formed review opinions and made recommendations to the Board of Directors regarding the engagement or replacement of the external accounting firm;

(II) to review and supervise the independence and objectivity of the external audit institution and the effectiveness of the audit procedures in accordance with applicable standards, and to discuss with the external audit institution the nature, scope and relevant reporting responsibilities of the audit before the commencement of audit work;

(III) to formulate and implement policies on non-audit services provided by the external audit institution (if any). For this purpose, the external audit institution shall include any entity under common control, ownership or management with the auditing firm, or any entity that a reasonable third party with knowledge of all relevant information would reasonably conclude to be part of the local or international operations of the auditing firm. The Audit Committee shall report to the Board of Directors and make relevant recommendations on actions or improvements it considers necessary; |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
	(IV) to act as the primary representative of the Company in relation to the external audit institution and to oversee the relationship between them;
	(V) to review and supervise the completeness of the Company’s financial statements, annual report and accounts, interim report and (if to be published) quarterly report, and to review significant opinions contained therein relating to financial reporting. Before submitting the relevant statements and reports to the Board of Directors, the Audit Committee shall specifically review the following: any changes in accounting policies and practices; matters involving significant judgments; significant adjustments arising from the audit; the going concern assumption and any qualifications; compliance with accounting standards; and compliance with laws and the Hong Kong Listing Rules regarding financial reporting;
	(VI) to perform the duties set out in item (V) above: members of the Audit Committee shall liaise with the Board of Directors, senior management and the engaged audit institution of the Company; the Audit Committee shall hold at least two meetings each year with the external audit institution of the Company; the Audit Committee shall consider any significant or unusual items reflected or to be reflected in the financial reports and accounts, and shall give due consideration to matters raised by the Company’s financial personnel, internal auditors or compliance personnel, or the engaged external audit institution;
	(VII) to review the Company’s financial controls, risk management and internal control systems;

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
	(VIII) to discuss with management the risk management and internal control systems to ensure that management has discharged its duty to establish effective systems. Such discussions shall include the adequacy of resources, staff qualifications and experience in the Company’s accounting and financial reporting functions, as well as the adequacy of training programs and related budgets for staff;
	(IX) to investigate, either on its own initiative or as assigned by the Board of Directors, significant findings of investigations into risk management and internal control matters and management’s responses thereto;
	(X) to ensure coordination between the internal audit function and the external audit institution; to ensure that the internal audit function has sufficient resources to operate and appropriate standing within the Company; to review and supervise the effectiveness of the operation of the internal audit function;
	(XI) to review the Company’s financial and accounting policies and practices;
	(XII) to review the management letter submitted by the external audit institution to management, any significant queries raised by the external audit institution to management regarding accounting records, financial accounts or internal control systems, and management’s responses thereto; to ensure that the Board of Directors responds in a timely manner to matters raised in the management letter from the external auditors to management;

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
	(XIII) to ensure that the Company establishes appropriate channels for employees to report or raise concerns in confidence about possible improprieties in financial reporting, internal control or other matters; to review such arrangements periodically to enable fair and independent investigations and appropriate follow-up actions by the Company;

(XIV) to report to the Board of Directors on matters within the scope of the Audit Committee’s duties (including matters under the Corporate Governance Code), and to report decisions or recommendations made by the Audit Committee to the Board of Directors, except where such reporting is restricted by law or regulation;

(XV) to review the Company’s compliance with the Corporate Governance Code under the Hong Kong Listing Rules and disclosures in the Corporate Governance Report;

(XVI) other powers of the Supervisory Committee as stipulated in the Company Law;

(XVII) other powers conferred by the Board of Directors of the Company or to study other matters defined by the Board of Directors;

(XVIII) other relevant requirements on the duties and powers of the Audit Committee as may be prescribed by laws, administrative regulations, regulatory rules of the Company’s stock listing venue and the Articles of Association as amended from time to time. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
	Article 131 The Audit Committee shall be responsible for reviewing the Company’s financial information and its disclosure, and for supervising and evaluating internal and external audit work as well as internal control. The following matters shall be submitted to the Board of Directors for deliberation only after being approved by a majority of all members of the Audit Committee:

(I) disclosure of financial accounting reports, financial information in periodic reports, and internal control evaluation reports;

(II) engagement or dismissal of the accounting firm engaged to conduct audit work for the Company;

(III) appointment or dismissal of the Company’s financial director;

(IV) changes in accounting policies or accounting estimates, or corrections of major accounting errors, for reasons other than changes in accounting standards;

(V) other matters stipulated by laws, administrative regulations, provisions of the China Securities Regulatory Commission, regulatory rules of the Company’s stock listing venue and the Articles of Association. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association

The Amended Articles of Association

Article 132 The Audit Committee meetings shall be divided into regular meetings and interim meetings, and at least one meeting shall be held each quarter. An interim meeting may be convened upon the proposal of the convener of the Audit Committee, two or more members, or the Board of Directors or the chairman of the Board. An Audit Committee meeting may be held only when more than two-thirds of its members are present.

The Audit Committee shall notify all its members of the meeting by mail, fax or telephone three days prior to the meeting. In case of an emergency requiring an urgent meeting of the Audit Committee, the meeting notice may be given on the same day by mail, fax or telephone, provided that the convener of the Audit Committee shall make an explanation at the meeting.

An Audit Committee meeting shall be convened and presided over by the convener of the Audit Committee. Where the convener is unable or fails to perform his or her duties, a member jointly recommended by a majority of the Audit Committee members shall convene and preside over the meeting.

A resolution adopted by the Audit Committee shall be approved by a majority of the Audit Committee members. Each member shall have one vote in voting on resolutions of the Audit Committee. Meeting minutes shall be prepared for resolutions of the Audit Committee in accordance with regulations, and members present at the meeting shall sign the meeting minutes. The working rules of the Audit Committee shall be formulated by the Board of Directors. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association

The Amended Articles of Association

Article 133 The Board of Directors of the Company establishes a Nomination Committee and a Remuneration Committee, which perform their duties in accordance with these Articles of Association and the authorization of the Board of Directors. Proposals put forward by the special committees shall be submitted to the Board of Directors for deliberation and decision. The working rules of the special committees shall be formulated by the Board of Directors.

Article 134 The Nomination Committee shall consist of no fewer than three directors, among whom independent non-executive directors shall account for the majority. The members shall be determined upon deliberation by the Board of Directors. The Nomination Committee shall have one convener, who shall be either the chairman of the Board or an independent non-executive director and shall be responsible for presiding over the work of the Nomination Committee. The convener of the Nomination Committee shall be elected by the Board of Directors.

Article 135 The principal duties and powers of the Nomination Committee are as follows:

(I) to review at least annually the structure, size and composition of the Board (including skills, knowledge and experience), assist the Board in developing a board skills matrix, and make recommendations on any proposed changes to the Board to align with the Company’s strategy;

(II) to identify individuals suitably qualified to become directors, and select or make recommendations to the Board on the nomination of such persons for directorship; |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
	(III) to conduct a broad search for qualified candidates for directors and senior management;
(IV) to evaluate candidates for directors and senior management, and put forward evaluation opinions and appointment recommendations to the Board;
(V) to review the independence of independent non-executive directors;
(VI) to make recommendations to the Board on matters relating to the appointment or re-appointment of directors and senior management, and succession planning for directors and senior management (in particular the chairman and general manager);
(VII) to report its decisions or recommendations to the Board, except where such reporting is restricted by law or regulation;
(VIII) to support the issuer in conducting regular assessments of the Board’s performance;
(IX) such other powers as may be delegated by the Board;
(X) such other requirements on the duties and powers of the Nomination Committee as may be stipulated in the regulatory rules of the Company’s stock listing venue as amended from time to time.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association

The Amended Articles of Association

Article 136 The Remuneration Committee shall consist of no fewer than three directors, among whom independent non-executive directors shall account for the majority. The members shall be determined upon deliberation by the Board of Directors. The Remuneration Committee shall have one convener, who shall be an independent non-executive director and shall be responsible for presiding over the work of the Remuneration Committee. The convener of the Remuneration Committee shall be elected by the Board of Directors.

Article 137 The principal duties and powers of the Remuneration Committee are as follows:

(I) to make recommendations to the Board on the overall remuneration policies and structure for directors and senior management, as well as the establishment of formal and transparent procedures for the development of remuneration policies;

(II) to formulate and recommend to the Board remuneration packages for the Company's directors and senior management. In formulating such packages, the Remuneration Committee shall take into account factors including the Company's policies and objectives, remuneration paid by comparable companies, the time and responsibilities of the relevant directors and senior management, and terms of employment for other positions within the Company;

(III) To review and approve compensation payable to directors and senior management for loss or termination of office or appointment, and compensation arrangements relating to the dismissal or removal of directors for misconduct, to ensure such compensation is fair and reasonable and not excessive; |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
	(IV) to develop criteria for performance evaluation, performance evaluation procedures, and remuneration, reward and penalty measures for directors and senior management, and submit the same to the Board for approval;
	(V) to recommend to the Board the individual remuneration packages for directors and senior management (including non-monetary benefits, pension rights and compensation amounts, including compensation for loss or termination of office or appointment);
	(VI) to make recommendations to the Board on the remuneration of directors;
	(VII) to review the performance of directors and senior management in the performance of their duties and conduct performance appraisal;
	(VIII) to ensure that no director or any of his/her associates (as defined in the Hong Kong Listing Rules) may participate in deciding his/her own remuneration;
	(IX) to study and make recommendations on the Company’s equity incentive plans at the request of the chairman of the Board;
	(X) to report its decisions or recommendations to the Board, except where such reporting is restricted by law or regulation;
	(XI) such other matters as authorized by the Board;
	(XII) such other relevant requirements on the duties and powers of the Remuneration Committee as may be stipulated in the regulatory rules of the Company’s stock listing venue as amended from time to time.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 122 The Company shall have one general manager who shall be appointed or dismissed by the Board.

The Company may have several deputy general managers who shall be appointed or dismissed by the Board. | Article 122141 The Company shall have one general manager who shall be appointed or dismissed by the Board.

The Company may have several deputy general managers who shall be appointed or dismissed by the Board. | | Article 124 The general manager of the Company shall be accountable to the Board and perform the following duties and powers:

(I) to lead the management of production and operation, to organize and implement the Board resolutions and report to the Board;

(II) to organize and implement the annual operation plan and investment proposal of the Company;

(III) to propose the establishment proposal of the internal management departments of the Company;

(IV) to formulate the basic management system of the Company;

(V) to formulate the Company’s specific rules;

(VI) to propose the appointment or dismissal of the deputy general managers and the chief financial officer of the Company to the Board;

(VII) to appoint or dismiss other management members other than those required to be appointed or dismissed by the Board;

(VIII) other duties and powers granted by the Articles of Association or the Board. | Article 124143 The general manager of the Company shall be accountable to the Board and perform the following duties and powers:

(I) to lead the management of production and operation, to organize and implement the Board resolutions and report to the Board;

(II) to organize and implement the annual operation plan and investment proposal of the Company;

(III) to propose the establishment proposal of the internal management departments of the Company;

(IV) to formulate the basic management system of the Company;

(V) to formulate the Company’s specific rules;

(VI) to propose the appointment or dismissal of the deputy general managers and the chief financial officer of the Company to the Board;

(VII) to appoint or dismiss other management members other than those required to be appointed or dismissed by the Board;

(VIII) other duties and powers granted by the Articles of Association or the Board. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 127 The deputy general manager assists the general manager in his work and is responsible to the general manager, and is entrusted by the general manager to take charge of the relevant work and to issue relevant business documents within the scope of his duties. When the general manager is unable to perform his duties, the deputy general manager may be entrusted by the general manager to perform the duties of the general manager.	(Delete)
Article 128 Where the senior management members violates any law, administrative regulation, departmental rule or the Articles of Association in executing his or her duties in the Company, causing losses to the Company, he or she shall assume compensatory liability.	Article 128146 Where a senior management causes damage to others while performing his or her duties for the Company, the Company shall assume liability for compensation; where a senior management has intentional acts or gross negligence, he or she shall also assume liability for compensation.
Where the senior management members violates any law, administrative regulation, departmental rule or the Articles of Association in executing his or her duties in the Company, causing losses to the Company, he or she shall assume compensatory liability.
Article 129 In exercising his/her functions and powers, the senior management members shall perform the duty of loyalty and good faith and diligence in accordance with relevant laws, administrative regulations, the listing rules of the places where the Company’s shares are listed, and the Articles of Association. Senior management members of the Company who fail to faithfully perform their duties or violate their fiduciary duties, causing damage to the interests of the Company and public shareholders shall be liable for compensation in accordance with the law.	Article 129147 In exercising his/her functions and powers, the senior management members shall perform the duty of loyalty and good faith and diligence as well as safeguarding the best interests of the Company and all shareholders in accordance with relevant laws, administrative regulations, the listing rules of the places where the Company’s shares are listed, and the Articles of Association. Senior management members of the Company who fail to faithfully perform their duties or violate their fiduciary duties, causing damage to the interests of the Company and public shareholders shall be liable for compensation in accordance with the law.
Chapter VIII Supervisory Committee
(Article 130- Article 145)	(Delete the entire Chapter)

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 146 None of the following persons may serve as directors, supervisors, or senior management members of the Company:	Article 146148 None of the following persons may serve as directors, supervisors, or senior management members of the Company:
(I) persons without capacity or with limited capacity for civil acts;	(I) persons without capacity or with limited capacity for civil acts;
(II) persons who were sentenced to criminal punishment for the crime of corruption, bribery, misappropriation of property or diversion of property or for disrupting the order of the socialist market economy, where not more than five years have elapsed since the expiration of the period of punishment; or persons who were deprived of their political rights for committing a crime, where not more than five years have elapsed since the expiration of the period of deprivation;	(II) persons who were sentenced to criminal punishment for the crime of corruption, bribery, misappropriation of property or diversion of property or for disrupting the order of the socialist market economy, where not more than five years have elapsed since the expiration of the period of punishment; or persons who were deprived of their political rights for committing a crime, where not more than five years have elapsed since the expiration of the period of deprivation, or it has not been two years since the date on which the probation period expires, if a probation is announced;
(III) persons who served as directors, or factory directors or managers, who bear personal liability for the bankruptcy liquidation of their companies or enterprises, where not more than three years have elapsed since the date of completion of the bankruptcy liquidation of their companies or enterprises;	(III) persons who served as directors, or factory directors or managers, who bear personal liability for the bankruptcy liquidation of their companies or enterprises, where not more than three years have elapsed since the date of completion of the bankruptcy liquidation of their companies or enterprises;
(IV) persons who served as the legal representatives of companies or enterprises that had their business licenses revoked for breaking the law, where such representatives bear individual liability therefor and not more than three years have elapsed since the date of revocation of the business license;	(IV) persons who served as the legal representatives of companies or enterprises that had their business licenses revoked or ordered closedown for breaking the law, where such representatives bear individual liability therefor and not more than three years have elapsed since the date of revocation of the business license or be ordered closedown;
(V) persons with comparatively large debts that have fallen due but have not been settled;	(V) persons with comparatively large debts that have fallen due but have not been settled and are listed as dishonest judgment debtor by a people’s court;

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
(VI) persons who are prohibited from acting as a management member of a company by laws, administrative regulations or the listing rules of the place where the Company’s shares are listed;	(VI) persons who are prohibited from acting as a management member of a company by laws, administrative regulations or the listing rules of the place where the Company’s shares are listed identified as unsuitable to serve as directors, or senior management as a listed company by the Stock Exchange where the Company’s shares are listed, and their terms have not yet expired:
(VII) non-natural persons;	(VII) non-natural persons;
(VIII) persons who are banned by the CSRC from access to the securities market, and the ban has not expired;	(VIII) persons who are banned by the CSRC from access to the securities market, and the ban has not expired;
(IX) other circumstances specified by the relevant laws and regulations of the place where the Company’s shares are listed.	(IX) other circumstances specified by the relevant laws and regulations of the place where the Company’s shares are listed, administrative regulations, departmental rules or the listing rules of the Stock Exchange where the Company’s shares are listed, etc.
If the directors, supervisors, or senior management members are elected, appointed or engaged in violation of this Article, such election, appointment or engagement shall be invalid. Any director, supervisor, and senior management member falling into any of the circumstances set out in this Article during his/her term of office shall be dismissed by the Company.	If the directors, supervisors, or senior management members are elected, appointed or engaged in violation of this Article, such election, appointment or engagement shall be invalid. Any director, supervisor, and senior management member falling into any of the circumstances set out in this Article during his/her term of office shall be dismissed by the Company and cease his/her fulfillment of duties.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 147 The directors, supervisors and senior management members of the Company shall have the following duties of loyalty to the Company in accordance with laws, administrative regulations and the Articles of Association:

(I) not to accept bribes or obtain any other illegal income by taking advantage of their functions or appropriate any property of the Company;

(II) not to misappropriate the funds of the Company;

(III) not to open accounts in their own names or in other individuals’ names to deposit any assets or funds of the Company;

(IV) not, in violation of the Articles of Association, to lend any funds of the Company to others or provide security for others with any property of the Company without the permission of the general meetings or the Board; | Article 147149 The directors, supervisors and senior management members of the Company shall have the following duties of loyalty to the Company in accordance with abide by the provisions of laws, administrative regulations and the Articles of Association, adopt measures to avoid conflicts between their own interests and the interests of the Company, and shall not take advantage of their powers to seek any improper interests. Directors and senior management members have the following duties of loyalty to the Company:

(I) not to accept bribes or obtain any other illegal income by taking advantage of their functions or appropriate any property of the Company;

(II) not to misappropriate the funds of the Company;

(III) not to open accounts in their own names or in other individuals’ names to deposit any assets or funds of the Company;

(IV) not, in violation of the Articles of Association, to lend any funds of the Company to others or provide security for others with any property of the Company without the permission of the general meetings or the Board without reporting to the Board of Directors or the shareholders’ meeting and adoption by the resolution of the Board of Directors or the shareholders’ meeting in accordance with the provisions of the Articles of Association, directors shall not directly or indirectly enter into contracts or conduct transactions with the Company; |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
(V) not to enter into contracts or transact with the Company in violation of the Articles of Association or without the permission of the general meetings;	(V) not to enter into contracts or transact with the Company in violation of the Articles of Association or without the permission of the general meetings shall not take advantage of their powers to seek business opportunities belonging to the Company for themselves or others, except if the situation is reported to the Board of Directors or the shareholders' meeting and adopted by the resolution of the shareholders' meeting, or if the Company is unable to take advantage of such business opportunities in accordance with the laws, administrative regulations or the provisions of the Articles of Association;
(VI) without the permission of the general meeting, not to take advantage of their positions to seek, for themselves or others, business opportunities that otherwise belong to the Company, or operate the same kind of business as the Company for their own accounts or on behalf of others;	(VI) without the permission of the general meeting, not to take advantage of their positions to seek, for themselves or others, business opportunities that otherwise belong to the Company, or operate the same kind of business as the Company for their own accounts or on behalf of others without reporting to the Board of Directors or the shareholders' meeting and being adopted by the resolution of the shareholders' meeting, shall not engage in business of the same type as that of the Company on their own or for others;
(VII) not to accept any commissions from others on transactions conducted with the Company;	(VII) not to accept any commissions from others on transactions conducted with the Company;
(VIII) not to disclose any secret of the Company without authorization;	(VIII) not to disclose any secret of the Company without authorization;
(IX) not to use their affiliations to damage the interests of the Company;	(IX) not to use their affiliations to damage the interests of the Company;
(X) other duties of loyalty as set out by laws, administrative regulations, departmental rules, and the Articles of Association.	(X) other duties of loyalty as set out by laws, administrative regulations, departmental rules, the listing rules of the Stock Exchange where the Company's shares are listed and the Articles of Association.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
	Income obtained by directors and senior management members in violation of this article shall belong to the Company, and directors and senior management members who cause any losses to the Company shall assume compensatory liability.

Where a close relative of a director or senior management, an enterprise directly or indirectly controlled by a director or senior management of the Company or a close relative of him or her, or an affiliated party that is otherwise affiliated to a director or senior management enters into a contract or conducts a transaction with the Company, the provision of subparagraph (IV) of paragraph 2 of this article shall apply. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 148 Directors, supervisors and the senior management members shall have the following duties of diligence to the Company in accordance with laws, administrative regulations and the Articles of Association:

(I) to prudentially, carefully and diligently exercise the rights conferred by the Company to ensure that the business conduct of the Company complies with the laws and administrative regulations of the state and the requirements of various economic policies of the state and the commercial transactions of the Company are within the scope of business indicated in the business license of the Company;

(II) to fairly treat all shareholders;

(III) to keep them informed in a timely manner of the operating and management conditions of the Company;

(IV) to confirm in writing and sign the periodic reports of the Company, and ensure the veracity, accuracy and completeness of the information disclosed by the Company;

(V) to honestly provide relevant information and materials to the Supervisory Committee, and may not interfere with the exercise of functions by the Supervisory Committee or supervisors;

(VI) other duties of diligence as set out by laws, administrative regulations, departmental rules, and the Articles of Association. | Article 148150 Directors, supervisors and the senior management members shall have the following duties of diligence to the Company in accordance with laws, administrative regulations and the Articles of Association abide by the provisions of laws, administrative regulations and the Articles of Association, have a duty of diligence to the Company, and exercise the due care that a manager ordinarily exercises in the best interest of the Company in executing their functions. Directors and the senior management members shall have the following duties of diligence to the Company:

(II) to fairly treat all shareholders;

(III) to keep them informed in a timely manner of the operating and management conditions of the Company;

(IV) to confirm in writing and sign the periodic reports of the Company, and ensure the veracity, accuracy and completeness of the information disclosed by the Company;

(V) to honestly provide relevant information and materials to the Supervisory Committee Audit Committee, and may not interfere with the exercise of functions by the Supervisory Committee or supervisors Audit Committee;

(VI) other duties of diligence as set out by laws, administrative regulations, departmental rules, the listing rules of the Stock Exchange where the Company’s shares are listed and the Articles of Association. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 155 In the distribution of the after-tax profits of a year, the Company shall set aside 10% of the profits as its statutory surplus reserve. The Company may no longer do so if the cumulative total of its statutory surplus reserve accounts for 50% or more of the Company’s registered capital.	Article 155157 In the distribution of the after-tax profits of a year, the Company shall set aside 10% of the profits as its statutory surplus reserve. The Company may no longer do so if the cumulative total of its statutory surplus reserve accounts for 50% or more of the Company’s registered capital.
Where the statutory surplus reserve of the Company is not adequate to cover losses of previous years, the profits of a year shall be first used to cover losses before the set-aside of the statutory surplus reserve in the preceding paragraph.	Where the statutory surplus reserve of the Company is not adequate to cover losses of previous years, the profits of a year shall be first used to cover losses before the set-aside of the statutory surplus reserve in the preceding paragraph.
After the Company has set aside a part of the after-tax profits as its statutory surplus reserve, it may, upon resolution by the general meetings, set aside a part of the after-tax profits as its discretionary surplus reserve.	After the Company has set aside a part of the after-tax profits as its statutory surplus reserve, it may, upon resolution by the general meetings shareholders’ meeting, set aside a part of the after-tax profits as its discretionary surplus reserve.
After coverage of losses and set-aside of surplus reserves, the remaining after-tax profits shall be distributed in proportion to the shares held by shareholders, unless the Articles of Association provide otherwise.	After coverage of losses and set-aside of surplus reserves, the remaining after-tax profits shall be distributed in proportion to the shares held by shareholders, unless the Articles of Association provide otherwise.
Where, in violation of the preceding paragraph, the general meetings distributes profits to shareholders before coverage of losses and set-aside of the statutory surplus reserve, shareholders must refund the profits distributed in violation of the preceding paragraph to the Company.	Where, in violation of the preceding paragraph, the general meetings distributes profits to shareholders before coverage of losses and set-aside of the statutory surplus reserve, shareholders must refund the profits distributed in violation of the preceding paragraph to the Company. If the shareholders’ meeting distributes profits to shareholders in violation of the Company Law, the shareholders shall return the profits distributed in violation of the regulations to the Company. If losses are caused to the Company, shareholders and the directors and senior management who are responsible shall assume liability for compensation.
The shares of the Company held by the Company shall not participate in its distribution of profits.	The shares of the Company held by the Company shall not participate in its distribution of profits.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 156 The Company’s surplus reserves shall be used to cover the losses, expand the operations or increase the capital of the Company, but paid-in surplus reserve may not be used for covering losses.

Where a part of the statutory surplus reserve is capitalized, the remaining amount of the reserve shall not be less than 25% of the Company’s registered capital before capitalization. | Article 156158 The Company’s surplus reserves shall be used to cover the losses, expand the operations or increase the registered capital of the Company, but paid-in surplus reserve may not be used for covering losses.

Where surplus reserves are used to cover loss of the Company, the discretionary and statutory surplus reserves shall be first used; and if they are insufficient for covering losses, the capital surplus reserves may be used according to the provisions.

Where a part of the statutory surplus reserve is capitalized the statutory surplus reserves are converted to increase in the registered capital, the remaining amount of the reserve shall not be less than 25% of the Company’s registered capital before capitalization. | | Article 159 The Company shall apply an internal audit system, and have full-time auditors who oversee the financial receipts and expenditures and economic activities of the Company through internal audit. | (Delete) | | Article 160 The internal audit rules and the duties of auditors of the Company shall be implemented upon approval of the Board. The person in charge of audit shall be responsible to and report work to the Board. | Article 160161 The internal audit rules and the duties of auditors of the Company shall be implemented upon approval of the Board. The person in charge of audit shall be responsible to and report work to the Board. The Company shall implement an internal audit system, clearly defining the leadership structure, responsibilities and authorities, personnel allocation, financial guarantee, application of audit results and accountability for the internal audit work. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
(none in the original Articles of Association)	Article 162 The internal audit institution of the Company shall supervise and inspect the Company’s business activities, risk management, internal control, financial information and other matters.

Article 163 The internal audit institution shall be responsible to the Board of Directors. During the process of supervising and inspecting the Company’s business activities, risk management, internal control and financial information, the internal audit institution shall accept the supervision and guidance of the audit committee. When the internal audit institution discovers any major problem or lead, it shall immediately report directly to the audit committee.

Article 164 The specific organization and implementation of the internal control evaluation of the Company shall be in the charge of the internal audit institution.

Article 165 When the audit committee communicates with external audit entities such as accounting firms and national audit institutions, the internal audit institutions shall actively cooperate with them and provide necessary support and collaboration. | | Article 162 The engagement of an accounting firm must be subject to the decision of the general meetings, and the Board may not appoint any accounting firm before the general meetings makes the decision. | Article 162167 The engagement and dismissal of an accounting firm must shall be subject to the decision of the general meetings shareholders’ meeting, and the Board may not appoint any accounting firm before the general meetings shareholders’ meeting makes the decision. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
(none in the original Articles of Association)	Article 172 Where the price paid by the Company for a merger does not exceed 10% of the Company’s net assets, a resolution of its shareholders’ meeting is not required, except as otherwise prescribed in the Articles of Association.

Where a resolution of the shareholders’ meeting of the Company is not required regarding a merger of the Company under the preceding preceding, it shall be resolved by the Board of Directors. | | Article 170 Where the Company needs to reduces its registered capital, it shall prepare a balance sheet and a property checklist.

The Company shall notify its creditors within 10 days from the date on which the resolution on reduction of registered capital was made and shall publish an announcement in a newspaper recognised by the Company’s registrar and the stock exchange on which the Company’s shares are listed or the National Enterprise Credit Information Publicity System within 30 days therefrom. The creditors shall, within 30 days from the date of receiving the written notice, or within 45 days from the date of the public announcement for those who have not received the written notice, be entitled to require the Company to pay off its debts or to provide corresponding security.

After the reduction, the registered capital of the Company shall not be less than the statutory minimum requirement. | Article 170176 Where the Company needs to reduces its registered capital, it shall prepare a balance sheet and a property checklist.

After the reduction, the registered capital of the Company shall not be less than the statutory minimum requirement. Where the Company reduces its registered capital, the Company shall reduce the corresponding capital contribution or shares on the basis of the proportion of shares held by shareholders, except as otherwise provided for by the laws, the listing rules of the places where the Company’s shares are listed or the Articles of Association. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association

The Amended Articles of Association

(none in the original Articles of Association)

Article 177 Where the loss of the Company cannot be fully covered under paragraph 2 of Article 158 of the Articles of Association, the Company may reduce its registered capital to cover loss. If loss is covered by reduction of the registered capital, the Company may neither distribute the reduction to the shareholders nor exempt the shareholders from the obligation of making capital contribution or payment for shares.

Where the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of paragraph 2 of Article 176 of the Articles of Association shall not apply, but an announcement shall be made on the newspaper recognized by the Company registration authority and the Stock Exchange where the Company’s shares are listed or in the National Enterprise Credit Information Publicity System within 30 days from the date when the shareholders’ meeting makes a resolution to reduce the registered capital.

After reducing its registered capital under the preceding two paragraphs, the Company shall not distribute profits before the cumulative amount of the statutory and discretionary surplus reserves reaches 50% of the registered capital of the Company.

Article 178 Where the registered capital is reduced in violation of the Company Law and other relevant provisions, the shareholders shall return the funds received by them, and the original state shall be restored if shareholders are granted exemption from or reduction of capital contribution; and if any loss is thus caused to the Company, the shareholders and liable directors, and senior management shall pay damages.

Article 179 Where the Company offers new shares to increase its registered capital, the shareholders do not have the preemptive rights to subscribe for new shares, except as otherwise prescribed in the Articles of Association or unless the shareholders’ meeting adopts a resolution to decide that the shareholders have the preemptive rights to subscribe for new shares. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 172 The Company shall be lawfully dissolved and liquidated under any of the following circumstances:	Article 172181 The Company shall be lawfully dissolved and liquidated under any of the following circumstances:
(I) expiry of the term of operation stipulated in the Articles of Association or occurrence of an event which triggers the dissolution as provided in the Articles of Association;	(I) expiry of the term of operation stipulated in the Articles of Association or occurrence of an event which triggers the dissolution as provided in the Articles of Association;
(II) the general meeting adopts a resolution to dissolve the Company;	(II) the general meeting shareholders’ meeting adopts a resolution to dissolve the Company;
(III) the Company needs to be dissolved for merger or division;	(III) the Company needs to be dissolved for merger or division;
(IV) the Company’s business license is forfeited, is ordered to close down, or is abolished according to the law;	(IV) the Company’s business license is forfeited, is ordered to close down, or is abolished according to the law;
(V) where the Company encounters significant difficulties in business and management, its subsistence may be significantly detrimental to the interests of the shareholders, and the difficulties may not be overcome by other means, the shareholders who hold more than 10% of the shares of the Company carrying voting rights may request the people’s court to dissolve the Company.	(V) where the Company encounters significant difficulties in business and management, its subsistence may be significantly detrimental to the interests of the shareholders, and the difficulties may not be overcome by other means, the shareholders who hold more than 10% of the shares of the Company carrying voting rights may request the people’s court to dissolve the Company.
	Where any of the causes of dissolution of the Company set out in the preceding paragraph occurs, the Company shall, within ten days, publish the cause of dissolution through the National Enterprise Credit Information Publicity System.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 173 Under the circumstance set out in Article item (I) of Article 172 of the Articles of Association, the Company may continue to exist by amending the Articles of Association.

An amendment to the Articles of Association under the preceding paragraph must be adopted with two thirds or more of the voting rights held by shareholders attending the general meetings. | Article 173182 Under the circumstance set out in Article item (I), (II) of Article 172181 of the Articles of Association; and has not yet distributed property to shareholders, the Company may continue to exist by amending the Articles of Association or by resolution of the shareholders' meeting.

An amendment to the Articles of Association under the preceding paragraph or adoption of a resolution at a shareholders' meeting must be adopted with two thirds or more of the voting rights held by shareholders attending the general meetings shareholders' meeting. | | Article 174 Where the Company is dissolved pursuant to items (I), (II), (IV) and (V) of Article 172 hereof, a liquidation committee shall be set up, within 15 days from the date upon which the cause of dissolution arises, to start the liquidation process.

The membership of the liquidation committee shall be determined by the directors or the general meeting. In case no such committee is established to proceed with liquidation in time, the creditors may make application to the people's court for appointing relevant persons to form the liquidation committee for liquidation. | Article 174183 Where the Company is dissolved pursuant to items (I), (II), (IV) and (V) of Article 172181 hereof, a liquidation committee shall be set up the Company shall conduct liquidation. Directors, as the liquidation obligors of the Company shall, within 15 days from the date upon which the cause of dissolution arises, to start the liquidation process, form a liquidation group to conduct liquidation.

Where the liquidation obligors fail to perform their liquidation obligations in a timely manner, causing any loss to the Company or any creditor, the liquidation obligors shall assume liability for compensation. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 178 If the liquidation committee, after liquidating the Company's assets and preparing the balance sheet and list of assets, finds that the Company's assets are insufficient to settle its debts, it shall legally apply to the people's court to declare the Company's bankruptcy.

After the Company is declared bankrupt by a ruling from the people's court, the liquidation committee shall transfer the liquidation matters to the people's court. | Article 178187 If the liquidation committee, after liquidating the Company's assets and preparing the balance sheet and list of assets, finds that the Company's assets are insufficient to settle its debts, it shall legally apply to the people's court to declare the Company's bankruptcy for bankruptcy liquidation.

After the people's court accepts the Company's is declared bankrupt by a ruling from application for bankruptcy liquidation the people's court, the liquidation committee shall transfer the liquidation matters to the bankruptcy administrator designated by the people's court. | | Article 179 Upon completion of the Company's liquidation, the liquidation committee shall prepare a liquidation report which shall be submitted to the general meeting or the people's court for confirmation, file it with the Company registration authority, apply for cancellation of the Company, and publish an announcement relating to the termination of the Company. | Article 179188 Upon completion of the Company's 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, file it with the Company registration authority, apply for cancellation of the Company, and publish an announcement relating to the termination of the Company. | | Article 180 The members of the liquidation group shall devote themselves to their duties, and perform their liquidation duties according to the law.

The members of the liquidation group may not accept bribes or obtain any other illegal income by taking advantage of their functions or appropriate any property of the Company.

Where any member of the liquidation group causes any losses to the Company or any creditor intentionally or in gross negligence, he or she shall assume compensatory liability. | Article 180189 The members of the liquidation group shall devote themselves to their duties, and perform their liquidation duties according to the law, in performing their liquidation duties, have the duty of loyalty and duty of diligence.

The members of the liquidation group may not accept bribes or obtain any other illegal income by taking advantage of their functions or appropriate any property of the Company. Where any member of the liquidation group is negligent in performing his/her liquidation duties, causing any losses to the Company, he or she shall assume compensatory liability.

Where any member of the liquidation group causes any losses to the Company or any creditor intentionally or with in gross negligence, he or she shall be liable for compensation assume compensatory liability. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Former Articles of Association	The Amended Articles of Association
Article 194 Definitions: (I) “Controlling shareholder” means the shareholder which holds common shares accounting for not less than 50% of the total shares of the Company or the shareholder which holds less than 50% but whose voting rights carried by the shares held suffice to have a material influence on the resolutions of the general meeting; (II) “Actual controller” means the person who is not a shareholder of the Company but is able to actually dominate the conduct of the Company through investment relations, agreements, or other arrangements; (III) “Affiliation” means the relationship between the controlling shareholder or actual controller, a director, a supervisor, or a senior management member of the Company and an enterprise directly or indirectly controlled by the controlling shareholder, actual controller, director, supervisor, or senior management member or any other relationship that may lead to the transfer of the interests of the Company. However, enterprises controlled by the state are not necessarily affiliated because they are under the same control by the state.	Article 194203 Definitions: (I) “Controlling shareholder” means the shareholder which holds common shares accounting for not less more than 50% of the total capital shares of the Company or the shareholder which holds less than whose shareholding ratio does not exceed 50% but whose voting rights carried by the shares held suffice to have a material influence on the resolutions of the general meetings shareholders’ meeting; (II) “Actual controller” means the person who is not a shareholder of the Company but a natural person, legal person or other organization that is able to actually dominate the conduct of the Company through investment relations, agreements, or other arrangements; (III) “Affiliation” means the relationship between the controlling shareholder or actual controller, a director, a supervisor, or a senior management member of the Company and an enterprise directly or indirectly controlled by the controlling shareholder, actual controller, director, supervisor, or senior management member or any other relationship that may lead to the transfer of the interests of the Company. However, enterprises controlled by the state are not necessarily affiliated because they are under the same control by the state.
Article 197 In the Articles of Association, the expressions of “above”, “within” shall include the figures mentioned whilst the expressions of “more than”, “less than” shall not include the figures mentioned.	Article 197206 In the Articles of Association, the expressions of “above”, “within” shall include the figures mentioned whilst the expressions of “over”, “more than”, “less than”, “past”, “beyond” shall not include the figures mentioned.
(none in the original Articles of Association)	Article 210 The annexes to the Articles of Association include the Rules of Procedure of the shareholders’ meetings and the Rules of Procedure of the meetings of the Board of Directors.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Except for the amendments to the above provisions, there are no material amendments to the contents of other provisions of the Articles of Association of the Company. Such changes include the uniform replacement of “general meeting” and “general meetings” with “shareholders’ meeting” in accordance with the latest Company Law and Guidelines for the Articles of Association of Listed Companies, the deletion of references to “supervisor(s)”, “candidate for supervisor”, “representative(s) of supervisors” and “Supervisory Committee”, or the substitution of “Supervisory Committee” with “Audit Committee”, changes to article or chapter numbering, corresponding adjustments to referenced article numbers, adjustments to the presentation of numbers, revisions to punctuation and formatting, as well as other word changes that do not affect the meaning of the provisions. Given the wide scope of such revisions, uniform adjustments have been made and no item-by-item listing is provided.

The proposed amendments to the Articles of Association are prepared in Chinese and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Articles of Association, the Chinese version shall prevail.

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders' meetings	The Amended Rules of Procedure of the shareholders' meetings
Article 5 In any one the event of the circumstances stipulated in the Company Law and the Articles of Association that an extraordinary general meeting should be convened, the extraordinary general meeting shall be convened within two months from the date of occurrence:	Article 5 In any one the event of the circumstances stipulated in the Company Law and the Articles of Association that an extraordinary general shareholders' meeting should be convened, the extraordinary general shareholders' meeting shall be convened within two months from the date of occurrence:
(I) when the number of directors is less than the number required by the Company Law or two-third of the number specified in the Articles of Association;	(I) when the number of directors is less than the number required by the Company Law or two-third of the number specified in the Articles of Association;
(II) when the Company's unrecovered losses amount to one-third of the total paid-in capital;	(II) when the Company's unrecovered losses amount to one-third of the total paid-in capital;
(III) at the request of shareholders who individually or collectively hold more than 10% of the Company's shares;	(III) at the request of shareholders who individually or collectively hold more than 10% of the Company's shares;
(IV) when the Board deems it necessary;	(IV) when the Board deems it necessary;
(V) when the Supervisory Committee proposes to convene an extraordinary general meeting;	(V) when the Supervisory-Audit Committee proposes to convene an extraordinary general shareholders' meeting;
(VI) when it is proposed by two or more independent non-executive directors;	(VI) when it is proposed by two or more independent non-executive directors;

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders' meetings

The Amended Rules of Procedure of the shareholders' meetings

(VII) in other circumstances as provided by laws, administrative regulations, departmental rules, the listing rules of the places where the Company's shares are listed or the Articles of Association.

The number of shares held in (III) above shall be calculated as at the date of issuance of the notice of the general meeting; provided that on or before the date of announcement of the resolution of the general meeting of the Company, the shares of the Company held by the shareholders referred to in (III) above, either individually or in aggregate, shall not be less than ten per cent of the total number of the voting shares of the Company; in the event that the percentage of the shares held shall be less than ten per cent, the relevant resolution made at the extraordinary general meeting in respect of the motion proposed by the shareholders referred to in (III) above shall be null and void. shall be null and void.

The number of shares held in (III) above shall be calculated as at the date of issuance of the notice of the general shareholders' meeting; provided that on or before the date of announcement of the resolution of the general shareholders' meeting of the Company, the shares of the Company held by the shareholders referred to in (III) above, either individually or in aggregate, shall not be less than ten per cent of the total number of the voting shares of the Company; in the event that the percentage of the shares held shall be less than ten per cent, the relevant resolution made at the extraordinary general shareholders' meeting in respect of the motion proposed by the shareholders referred to in (III) above shall be null and void.

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders' meetings

The Amended Rules of Procedure of the shareholders' meetings

Article 6 The general meeting is the organ of authority of the Company, which exercises the following powers in accordance with laws: (I) to elect or replace the non-employee representative directors and to decide on matters relating to the remuneration of such directors; (II) to elect and replace the non-employee representative supervisors and to decide on matters relating to the remuneration of such supervisors; (III) to consider and approve reports of the Board; (IV) to consider and approve reports of the Supervisory Committee; (V) to consider and approve the Company's profit distribution plans and loss recovery plans; (VI) to decide on any increase or reduction of the Company's registered capital; (VII) to decide on the Company's issuance of bonds; (VIII) to decide on matters such as merger, division, dissolution, liquidation or change of corporate form of the Company; (IX) to decide on the engagement, dismissal of accounting firms by the Company; (X) to amend the Articles of Association (XI) to deliberate and approve the guarantee matters as mentioned in Article 39 of the Articles of Association;

Article 6 The shareholders' meeting of the Company shall be composed of all shareholders. The general shareholders' meeting is the organ of authority of the Company, which exercises the following powers in accordance with laws: (I) to elect or replace the non-employee representative directors and to decide on matters relating to the remuneration of such directors; (II) to elect and replace the non-employee representative supervisors and to decide on matters relating to the remuneration of such supervisors; (III) to consider and approve reports of the Board; (IV) to consider and approve reports of the Supervisory Committee; (VIII) to consider and approve the Company's profit distribution plans and loss recovery plans; (IX) to decide on any increase or reduction of the Company's registered capital; (X) to decide on the Company's issuance of bonds; (XIII) to decide on matters such as merger, division, dissolution, liquidation or change of corporate form of the Company; (XIV) to decide on the engagement, dismissal of accounting firms undertaking the audit business of the Company by the Company; (XV) to amend the Articles of Association (XX) to deliberate and approve the guarantee matters as mentioned in Article 4439 of the Articles of Association;

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders’ meetings	The Amended Rules of Procedure of the shareholders’ meetings
(XII) to consider and approve matters relating to the purchases, disposals of material assets or provisions of guarantees, which are more than 30% of the latest audited total assets of the Company, within one year;	(XH) to consider and approve matters relating to the purchases, disposals of material assets or provisions of guarantees, which are more than 30% of the latest audited total assets of the Company, within one year;
(XIII) to examine the transactions of which the percentage is not lower than 25% (including one-off transactions as well as series of transactions of which the percentage shall be calculated jointly) and all the related transactions of which the percentage is not lower than 5% (including one-off transactions as well as series of transactions of which the percentage shall be calculated jointly) with percentage rates of not less than 25% and 5% respectively in accordance with Rule 14.07 of the Hong Kong Listing Rules;	(XH) to examine the transactions of which the percentage is not lower than 25% (including one-off transactions as well as series of transactions of which the percentage shall be calculated jointly) and all the related transactions of which the percentage is not lower than 5% (including one-off transactions as well as series of transactions of which the percentage shall be calculated jointly) with percentage rates of not less than 25% and 5% respectively in accordance with Rule 14.07 of the Hong Kong Listing Rules;
(XIV) to deliberate and approve matters concerning the changes of uses of the proceeds raised;	(XVII) to deliberate and approve matters concerning the changes of uses of the proceeds raised;
(XV) to review the equity incentive plans and employee stock ownership plans;	(XVIII) to review the equity incentive plans and employee stock ownership plans;
(XVI) to consider other matters required to be resolved by the shareholders’ general meeting pursuant to laws, regulations, the listing rules of the places where the Company’s shares are listed and the Articles of Association.	(XIX) to consider other matters required to be resolved by the shareholders’ general meeting pursuant to laws, regulations, the listing rules of the places where the Company’s shares are listed and the Articles of Association.
“Within one year refers to “within one financial year”.	“Within one year” refers to “within one financial year”.
	The shareholders’ meeting may authorize the Board of Directors to adopt resolutions on the issuance of corporate bonds.

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders' meetings

The Amended Rules of Procedure of the shareholders' meetings

Article 10 The independent non-executive directors shall have the right to propose to the Board to convene an extraordinary general meeting. With respect to a proposal by an independent non-executive director to convene an extraordinary general meeting, the Board shall, in accordance with the provisions of the laws, administrative regulations and the articles of association of the Company, provide a written feedback on whether it agrees or disagrees with the convening of the extraordinary shareholders' general meeting within 10 days after receiving the proposal.

Where the Board agrees to convene an extraordinary general meeting, it shall issue a notice of the convening of the general meeting within 5 days of the Board' resolution; where the Board does not agree to convene an extraordinary general meeting, it shall state the reasons therefor and make a public announcement. | Article 10 Upon the consent of more than half of all independent non-executive directors, the The independent non-executive directors shall have the right to propose to the Board to convene an extraordinary general shareholders' meeting. With respect to a proposal by an independent non-executive director to convene an extraordinary general shareholders' meeting, the Board shall, in accordance with the provisions of the laws, administrative regulations and the articles of association of the Company, provide a written feedback on whether it agrees or disagrees with the convening of the extraordinary shareholders' general meeting within 10 days after receiving the proposal.

Where the Board agrees to convene an extraordinary general shareholders' meeting, it shall will issue a notice of the convening of the general shareholders' meeting within 5 days of the Board' resolution; where the Board does not agree to convene an extraordinary general shareholders' meeting, it shall state the reasons therefor and make a public announcement. |

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders’ meetings	The Amended Rules of Procedure of the shareholders’ meetings
Article 16 At a shareholders’ general meeting of the Company, the Board, the Supervisory Committee, and a shareholder holding or shareholders aggregately holding 3% or more of the shares of the Company shall have the right to submit proposals.

The shareholders who individually or jointly, hold more than 3% of the total number of voting shares of the Company, have the right to put forward a new proposal in written form to the Company and submit it to the convener not less than 10 days before the shareholders’ general meeting is held. The convener of the shareholders’ general meeting shall, within 2 days after receiving the proposal, issue a supplementary notice of the shareholders’ general meeting, announce the contents of the interim proposal in the agenda of the meeting and submit the interim proposal to the shareholders’ general meeting for deliberation.

Except under the circumstances in the preceding paragraph, after publishing a notice of holding a shareholders’ general meeting, the convener may not amend any proposal specified in the notice or add any new proposal.

Any proposal not specified in the notice of holding a shareholders’ general meeting or not complying with Article 15 of the Rules may not be voted and resolved at the general meeting. | Article 16 At a shareholders’ general shareholders’ meeting of the Company, the Board, the Supervisory Audit Committee, and a shareholder holding or shareholders aggregately holding 13% or more of the shares of the Company shall have the right to submit proposals.

When the Company convenes a shareholders’ meeting, the shareholders who individually or jointly, hold more than 13% of the total number of voting shares of the Company, have the right to put forward a new proposal in written form to the Company and submit it to the convener not less than 10 days before the shareholders’ general meeting is held. The convener of the shareholders’ general meeting shall, within 2 days after receiving the proposal, issue a supplementary notice of the shareholders’ general meeting, announce the contents of the interim proposal in the agenda of the meeting and submit the interim proposal to the shareholders’ general meeting for deliberation, except that an interim proposal shall be excluded if it violates the provisions of laws, administrative regulations, the Articles of Association of the Company or the listing rules of the place where the Company’s shares are listed, or if it does not fall within the scope of the powers of the shareholders’ meeting.

Any proposal not specified in the notice of holding a shareholders’ general meeting or not complying with Article 15 of the Rules may not be voted and resolved at the shareholders’ general meeting. |

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders' meetings	The Amended Rules of Procedure of the shareholders' meetings
Article 24 All shareholders (or proxies) of the Company registered at the record date shall have the right to attend the general meeting, and exercise voting rights in accordance with the relevant laws and regulations and the Articles of Association.

Shareholders may attend the general meetings in person or attend and vote at the meeting by proxy. | Article 24 All shareholders (or proxies) of the Company registered at the record date shall have the right to attend the general shareholders' meeting, and exercise voting rights in accordance with the relevant laws and regulations and the Articles of Association.

Shareholders may attend the general shareholders' meetings in person or attend and vote at the meeting by proxy. Where a shareholder appoints a proxy to attend a shareholders' meeting, the matters, scope of authority and term of the proxy shall be clearly specified; the proxy shall submit the shareholder's power of attorney to the Company and exercise the voting rights within the scope of authorization. | | Article 25 When personally attending a general meeting, an individual shareholder shall produce his or her identity card or any other valid identification or certificate that can prove his or her identity and stock account card. When he or she attends the meeting by proxy, the proxy shall produce his or her valid identification and a power of attorney issued by the shareholder.

The legal representative of a corporate shareholder shall attend the meeting in person or by proxy. When personally attending the meeting, the legal representative shall produce his or her identity card and a valid certificate on his or her qualification as the legal representative; when he or she attends the meeting by proxy, the proxy shall produce his or her identity card and a written power of attorney legally issued by the legal representative of the corporate shareholder. | Article 25 When personally attending a general shareholders' meeting, an individual shareholder shall produce his or her identity card or any other valid identification or certificate that can prove his or her identity and stock account card. When he or she attends the meeting by proxy, the proxy shall produce his or her valid identification and a power of attorney issued by the shareholder.

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders’ meetings	The Amended Rules of Procedure of the shareholders’ meetings
Article 27 A power of attorney issued by a shareholder for another person to attend the shareholders’ general meeting shall set forth the following contents:

(I) The name of the proxy;

(II) Whether the proxy has voting rights;

(III) Instructions on casting votes for, against or abstaining from each matter included in the agenda of the shareholders’ meeting;

(IV) The date of issuance and valid term of the power of attorney;

(V) The signature (or seal) of the principal. If the principal is a corporate shareholder, the seal of the corporate entity shall be affixed. | Article 27 A power of attorney issued by a shareholder for another person to attend the shareholders’ general meeting shall set forth the following contents:

(I) The name of the principal and the class and number of shares held in the Company;

(II) The name of the proxy;

(II) Whether the proxy has voting rights;

(III) Shareholders’ specific instructions on casting votes for, against or abstaining from each matter included in the agenda of the shareholders’ meeting, etc;

(IV) The date of issuance and valid term of the power of attorney;

(V) The signature (or seal) of the principal. If the principal is a corporate shareholder, the seal of the corporate entity shall be affixed. | | Article 29 If the appointor is a legal person, such shareholder shall be represented at the general meeting of the Company by its legal representative or the person authorized by its Board or other decision-making body of such appointor. | (Delete) | | Article 30 The proxy form for voting should indicate that whether the proxy shall vote at his/her discretion if no instructions have been given by the shareholder. | (Delete) |

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders' meetings

The Amended Rules of Procedure of the shareholders' meetings

Article 32 The register of attendees of a shareholder's general meeting shall be prepared by the Company. The register shall contain the name or the name of the organization, identity card number, residence address, and domicile of each attendee, the number of voting shares held or represented, and the name or the name of the organization of the shareholder represented, among others.

Article 3032 The register of attendees of a shareholder's general meeting shall be prepared by the Company. The register shall contain the name or the name of the organization, identity card number, residence address, and domicile of each attendee, the number of voting shares held or represented, and the name or the name of the organization of the shareholder represented, among others.

Article 33 When the Company convenes a shareholders' general meeting, all directors, supervisors and the secretary of the Board of Directors shall attend the meeting, and the general manager and other senior management personnel shall attend the meeting as non-voting participants.

Article 3133 When the Company convenes a shareholders' general meeting, all directors, supervisors and the secretary of the Board of Directors shall attend the meeting, and the general manager and other senior management personnel shall attend the meeting as non-voting participants. If the shareholders' meeting requires directors or senior management personnel to observe the meeting, such directors and senior management personnel shall observe the meeting and answer inquiries from shareholders.

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders' meetings	The Amended Rules of Procedure of the shareholders' meetings
Article 34 The chairman of the Board shall preside over the general meetings. Where the chairman of the Board is unable or fails to execute his or her duties, a director jointly recommended by a majority of all directors shall preside over the meeting.

Where the presider violates the rules of procedure during the course of the general meetings, which makes it impossible for the meeting to continue, upon consent of a majority of the voting shareholders attending the meeting, the meeting may recommend one person as the presider to continue the meeting. | Article 3234 The chairman of the Board shall preside over the general meetings shareholders' meeting. Where the chairman of the Board is unable or fails to execute his or her duties, a director jointly recommended by a majority of all directors shall preside over the meeting.

The chairman of the Supervisory Committee The convener of the Audit Committee shall preside over the general meeting shareholders' meeting convened by the Supervisory Committee Audit Committee on its own initiative. Where the chairman of the Board convener of the Audit Committee is unable or fails to execute his or her duties, a supervisor an Audit Committee member jointly recommended by a majority of all supervisors members of the Audit Committee shall preside over the meeting.

Where a shareholder on its own initiative or shareholders on their own initiative convene the general meetings shareholders' meeting, the convener or conveners or the representative recommended by the convener or conveners shall preside over the meeting.

Where the presider violates the rules of procedure during the course of the general meetings shareholders' meeting, which makes it impossible for the meeting to continue, upon consent of a majority of the voting shareholders attending the meeting, the meeting may recommend one person as the presider to continue the meeting. |

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders' meetings	The Amended Rules of Procedure of the shareholders' meetings
Article 42 The following matters shall be passed as ordinary resolutions in a general meeting:	Article 4042 The following matters shall be passed as ordinary resolutions in a general meeting shareholders' meeting:
(I) work reports of the Board and the Supervisory Committee;	(I) work reports of the Board and the Supervisory Committee;
(II) profit distribution plans and loss recovery plans proposed by the Board;	(II) profit distribution plans and loss recovery plans proposed by the Board;
(III) appointment and dismissal of non-employee representative directors and non-employee representative supervisors and their remuneration and payment methods;	(III) appointment and dismissal of non-employee representative directors and non-employee representative supervisors and their remuneration and payment methods;
(IV) annual reports of the Company;	(IV) annual reports of the Company;
(V) matters which shall be approved by a general meeting other than those required to be passed as special resolutions pursuant to laws, administrative regulations, listing rules of the places where the Company's shares are listed or the provisions of the Articles of Association.	(IV) matters which shall be approved by a general meeting shareholders' meeting other than those required to be passed as special resolutions pursuant to laws, administrative regulations, listing rules of the places where the Company's shares are listed or the provisions of the Articles of Association.

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders’ meetings	The Amended Rules of Procedure of the shareholders’ meetings
Article 43 The following matters shall be passed as special resolutions in a general meeting:	Article 4143 The following matters shall be passed as special resolutions in a general meeting shareholders’ meeting:
(I) increase or reduction in the registered capital of the Company;	(I) increase or reduction in the registered capital of the Company;
(II) division, splitting, merger, dissolution and liquidation;	(II) division, splitting, merger, dissolution and liquidation or modification of the form of the Company;
(III) amendments to the Articles of Association;	(III) amendments to the Articles of Association;
(IV) the purchase, sale of material assets or guarantee provide to others within one year which accounts for more than 30% of the audited total assets of the Company in the latest period;	(IV) the purchase, sale of material assets or guarantee provide to others within one year which accounts for more than 30% of the audited total assets of the Company in the latest period;
(V) equity incentive plans;	(V) equity incentive plans;
(VI) other matters specified by laws, administrative regulations, listing rules of the places where the Company’s shares are listed, or the Articles of Association and matters specified by ordinary resolutions of a general meeting that are considered to be significant to the Company and shall be passed as special resolutions.	(VI) other matters specified by laws, administrative regulations, listing rules of the places where the Company’s shares are listed, or the Articles of Association and matters specified by ordinary resolutions of a general meeting shareholders’ meeting that are considered to be significant to the Company and shall be passed as special resolutions.
The above-mentioned “within one year” means “within one fiscal year”.	The above-mentioned “within one year” means “within one fiscal year”.

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders' meetings	The Amended Rules of Procedure of the shareholders' meetings
Article 45 The methods and procedures for the nomination of candidates for directors and supervisors are as follows:	Article 4345 The methods and procedures for the nomination of candidates for directors and supervisors are as follows:
(I) shareholders holding or consolidating more than 3% of the total number of the Company's issued and outstanding voting shares may propose to the general meetings by way of a written proposal the candidates for directors and supervisors who are not representatives of the employees, provided that the number of persons so nominated shall comply with the provisions of the Articles of Association and shall not be more than the number of persons proposed to be elected. The aforesaid proposals submitted by shareholders to the Company shall reach the Company at least 14 days prior to the date of the general meetings.	(I) shareholders holding or consolidating more than 13% of the total number of the Company's issued and outstanding voting shares may propose to the general meetings shareholders' meeting by way of a written proposal the candidates for directors and supervisors who are not representatives of the employees, provided that the number of persons so nominated shall comply with the provisions of the Articles of Association and shall not be more than the number of persons proposed to be elected. The aforesaid proposals submitted by shareholders to the Company shall reach the Company at least 14 days prior to the date of the general meetings shareholders' meeting.
(II) the Board and the Supervisory Committee may, within the number of persons provided for in these Articles of Association and in accordance with the number of persons to be elected, propose lists of candidates for directors and supervisors and submit them to the Board and the Supervisory Committee for examination respectively. After the Board and the Supervisory Committee have examined and passed a resolution to determine the candidates for directors and supervisors, the Board and the Supervisory Committee shall submit a written proposal to the general meetings. The nomination of independent non-executive director candidates shall be conducted in accordance with the laws and regulations and the regulatory rules of the places where the Company's shares are listed.	(II) the Board and the Supervisory Committee may, within the number of persons provided for in these Articles of Association and in accordance with the number of persons to be elected, propose lists of candidates for directors and supervisors and submit them to the Board and the Supervisory Committee for examination respectively. After the Board and the Supervisory Committee have examined and passed a resolution to determine the candidates for directors and supervisors, the Board and the Supervisory Committee shall submit a written proposal to the general meetings shareholders' meeting. The nomination of independent non-executive director candidates shall be conducted in accordance with the laws and regulations and the regulatory rules of the places where the Company's shares are listed.

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders' meetings	The Amended Rules of Procedure of the shareholders' meetings
(III) written notification of the intention to nominate a director or supervisor candidate and the nominee's willingness to accept the nomination, as well as relevant written materials on the nominee's status, shall be sent to the Company not less than 14 days before the date of the general meetings. The Board and the Supervisory Committee shall provide shareholders with the brief biographies and basic information of the candidates for directors and supervisors.	(III) written notification of the intention to nominate a director-or-supervisor candidate and the nominee's willingness to accept the nomination, as well as relevant written materials on the nominee's status, shall be sent to the Company not less than 14 days before the date of the general-meetings-shareholders' meeting. The Board and the Supervisory Committee shall provide shareholders with the brief biographies and basic information of the candidates for directors and supervisors.
(IV) the period given by the Company for the nomination of candidates for directors and supervisors and the submission of the aforesaid notices and documents by the nominees (which period shall be counted on the day following the date of dispatch of the notice of the general meeting) shall be not less than 7 days.	(IV) the period given by the Company for the nomination of candidates for directors and supervisors and the submission of the aforesaid notices and documents by the nominees (which period shall be counted on the day following the date of dispatch of the notice of the general meeting-shareholders' meeting) shall be not less than 7 days.
(V) the general meetings shall vote on each of the candidates for directors and supervisors individually.	(V) the general-meetings-shareholders' meeting shall vote on each of the candidates for directors and supervisors individually.
(VI) in the event of a temporary increase in the number of directors or supervisors, the Board or the Supervisory Committee shall propose to the general meetings that such director or supervisor be elected or replaced.	(VI) in the event of a temporary increase in the number of directors or supervisors, the Board or the Supervisory Committee shall propose to the general-meetings-shareholders' meeting that such director-or-supervisor be elected or replaced.

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders' meetings	The Amended Rules of Procedure of the shareholders' meetings
Article 55 The shareholders attending the general meetings shall deliver one of the following opinions on the proposals submitted for voting: yes, no, or abstention.

The voters of blank ballots, incorrectly completed ballots, illegible ballots, and uncast ballots shall be all deemed to have waived their voting rights, and the voting results of the shares held by them shall be recorded as “abstention”. | Article 5355 The shareholders attending the general meetings shareholders' meeting shall deliver one of the following opinions on the proposals submitted for voting: yes, no, or abstention-, except for securities depository and clearing institutions in the capacity of nominal holders of stocks under the Interconnection Mechanism for Transactions in the Mainland and Hong Kong Stock Markets that declare opinions according to the intentions of the actual holders.

The voters of blank ballots, incorrectly completed ballots, illegible ballots, and uncast ballots shall be all deemed to have waived their voting rights, and the voting results of the shares held by them shall be recorded as “abstention”. | | (none in The Original Rules of Procedure of the shareholders' meeting) | Article 57 Where a proposal is not passed, or the current shareholders' meeting modifies a resolution made at a previous shareholders' meeting, a special reminder shall be placed in the announcement of the resolutions of the current shareholders' meeting. | | Article 59 Before the voting results are officially announced, the Company, ballot counters and supervisors, principal shareholders, network service providers, and other parties involved in the on-site, online, and other manners (if any) of voting of the meeting shall all be obligated to keep the voting information confidential. | Article 5859 Before the voting results are officially announced, the Company, ballot counters and supervisors, principal shareholders, network service providers, and other parties involved in the on-site, online, and other manners (if any) of voting of the meeting shall all be obligated to keep the voting information confidential. |

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APPENDIX II

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders' meetings	The Amended Rules of Procedure of the shareholders' meetings
Article 61 The convenor shall ensure that the contents of the minutes of the meeting are true, accurate and complete. The directors, supervisors, Board Secretary, and convener or their proxies attending the meeting and the presider of the meeting shall affix their signatures to the meeting minutes. The meeting minutes shall be retained, together with the signatures of the shareholders attending the on-site meeting, and the proxy form for proxy attendance, as well as valid information on the voting situation by online or other means, for a period of not less than 10 years.	Article 6061 The convenor shall ensure that the contents of the minutes of the meeting are true, accurate and complete. The directors, supervisors, Board Secretary, and convener or their proxies attending or observing the meeting and the presider of the meeting shall affix their signatures to the meeting minutes. The meeting minutes shall be retained, together with the signatures of the shareholders attending the on-site meeting, and the proxy form for proxy attendance, as well as valid information on the voting situation by online or other means, for a period of not less than 10 years.
Article 64 Where the contents of a resolution of the general meeting or a meeting of the Board violate any law or administrative regulation, shareholders shall have the right to request the people's court to hold it void.
Where the convening procedure or voting method of the general meeting or the meeting of the Board violates any law or administrative regulation or Articles of Association, or the contents of a resolution thereof violate the Articles of Association, shareholders shall have the right to, within 60 days after the resolution is made, request the people's court to revoke the resolution. However, the exceptions are when there is only a minor defect in the procedures for convening the general meeting or the Board or in the manner of voting, which does not materially affect the resolution.	Article 6364 Where the contents of a resolution of the general meeting-shareholders' meeting or a meeting of the Board violate any law or administrative regulation, shareholders shall have the right to request the people's court to hold it void.
Where the convening procedure or voting method of the general meeting-shareholders' meeting or the meeting of the Board violates any law or administrative regulation or Articles of Association, or the contents of a resolution thereof violate the Articles of Association, shareholders shall have the right to, within 60 days after the resolution is made, request the people's court to revoke the resolution--; A shareholder not participating in the shareholders' meeting for not being notified of the meeting may, within 60 days of the day when the shareholder knows or should have known the adoption of the resolution, petition a people's court to revoke the resolution; and if the shareholder fails to exercise the right of revocation within one year of adoption of the resolution, the right of revocation is extinguished. However, the exceptions are when there is only a minor defect in the procedures for convening the general meeting shareholders' meeting or the Board or in the manner of voting, which does not materially affect the resolution.

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

The Original Rules of Procedure of the shareholders’ meetings

The Amended Rules of Procedure of the shareholders’ meetings

Except for the amendments to the above provisions, there are no material amendments to the contents of other provisions of the Rules of Procedure of the shareholders' meetings. Such changes include the uniform replacement of "general meeting" and "general meetings" with "shareholders' meeting" in accordance with the latest Company Law and Guidelines for the Articles of Association of Listed Companies, the deletion of references to "supervisor(s)", "candidate for supervisor", "representative(s) of supervisors" and "Supervisory Committee", or the substitution of "Supervisory Committee" with "Audit Committee", changes to article or chapter numbering, corresponding adjustments to referenced article numbers, adjustments to the presentation of numbers, revisions to punctuation and formatting, as well as other word changes that do not affect the meaning of the provisions. Given the wide scope of such revisions, uniform adjustments have been made and no item-by-item listing is provided.

The proposed amendments to the Rules of Procedures of Shareholders' Meetings are prepared in Chinese and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Rules of Procedures of Shareholders' Meetings, the Chinese version shall prevail.

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APPENDIX III

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors	The Amended Rules of Procedure of the meetings of the Board of Directors
Article 4 The Board shall be accountable to the general meetings and perform the following duties and powers:	Article 4 The Board shall be accountable to the general-shareholders' meeting and perform the following duties and powers:
(I) to convene the general meetings and report its performance at the general meetings;	(I) to convene the general-shareholders' meeting and report its performance at the general shareholders' meeting;
(II) to implement resolutions adopted at the general meetings;	(II) to implement resolutions adopted at the general-shareholders' meeting;
(III) to make decisions on the Company's business plans and investment plans;	(III) to make decisions on the Company's business plans and investment plans;
(IV) to formulate the Company's profit distribution plans and loss recovery plans;	(IV) to formulate the Company's profit distribution plans and loss recovery plans;
(V) to formulate the proposals on the increase or reduction of the Company's registered capital and the proposals on the issuance of bonds or other securities and listing plans;	(V) to formulate the proposals on the increase or reduction of the Company's registered capital and the proposals on the issuance of bonds or other securities and listing plans;
(VI) to formulate the plans for a significant acquisition, purchase of the shares of the Company, merger, division, dissolution and other changes in the corporate form of the Company;	(VI) to formulate the plans for a significant acquisition, purchase of the shares of the Company, merger, division, dissolution and other changes in the corporate form of the Company;
(VII) as authorized by the general meetings, to decide matters concerning external investment, acquisition or sale of assets, mortgage of assets, external guarantees, entrust wealth management, connected transactions, and external donation, among others;	(VII) as authorized by the general-shareholders' meeting, to decide matters concerning external investment, acquisition or sale of assets, mortgage of assets, external guarantees, entrust wealth management, connected transactions, and external donation, among others;
(VIII) to determine the establishment of internal management departments of the Company;	(VIII) to determine the establishment of internal management departments of the Company;

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors	The Amended Rules of Procedure of the meetings of the Board of Directors
(IX) to appoint or dismiss the general manager, the Board Secretary and the Company Secretary of the Company, and other senior management members of the Company, and deciding matters concerning their remunerations, punishments and rewards; and to appoint or dismiss the deputy general manager, financial officer and other senior management members of the Company as nominated by the general manager and to determine their remunerations, punishments and rewards;	(IX) to appoint or dismiss the general manager, the Board Secretary and the Company Secretary of the Company, and other senior management members of the Company, and deciding matters concerning their remunerations, punishments and rewards; and to appoint or dismiss the deputy general manager, financial officer and other senior management members of the Company as nominated by the general manager and to determine their remunerations, punishments and rewards;
(X) to formulate the basic management system of the Company;	(X) to formulate the basic management system of the Company;
(XI) to formulate the proposals for any amendment to the Articles of Association;	(XI) to formulate the proposals for any amendment to the Articles of Association of the Company;
(XII) to authorize the chairman to exercise some of the duties and powers of the Board;	(XII) to authorize the chairman to exercise some of the duties and powers of the Board;
(XIII) to consider and approve (1) share transactions with all percentage ratios of less than 5% and the consideration including shares to be issued for listing (including one-off transactions and a series of transactions that require a combined calculation of the percentage ratios); (2) disclosable transactions with all percentage ratios of 5% or more but less than 25% (including one-off transactions and a series of transactions that require the combined calculation of the percentage ratios); and (3) partially exempt connected transactions and non-exempt connected transactions with all percentage ratios (except profits ratio) of higher than 0.1% but lower than 5% (including one-off transactions and a series of transactions that require the combined calculation of the percentage ratios), calculated in accordance with the percentage ratio requirements of Rule 14.07 of the Hong Kong Listing Rules;	(XIII) to consider and approve (1) share transactions with all percentage ratios of less than 5% and the consideration including shares to be issued for listing (including one-off transactions and a series of transactions that require a combined calculation of the percentage ratios); (2) disclosable transactions with all percentage ratios of 5% or more but less than 25% (including one-off transactions and a series of transactions that require the combined calculation of the percentage ratios); and (3) partially exempt connected transactions and non-exempt connected transactions with all percentage ratios (except profits ratio) of higher than 0.1% but lower than 5% (including one-off transactions and a series of transactions that require the combined calculation of the percentage ratios), calculated in accordance with the percentage ratio requirements of Rule 14.07 of the Hong Kong Listing Rules;

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PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors	The Amended Rules of Procedure of the meetings of the Board of Directors
(XIV) to formulate the equity incentive plans and employee stock ownership plans of the Company;	(XIV) to formulate the equity incentive plans and employee stock ownership plans of the Company;
(XV) to prepare the proposal on the amount and payment method of the emoluments of directors and to submit it to the general meetings for decision;	(XV) to prepare the proposal on the amount and payment method of the emoluments of directors and to submit it to the general shareholders' meeting for decision;
(XVI) to manage the information disclosure of the Company;	(XVI) to manage the information disclosure of the Company;
(XVII) to propose at general meetings for the appointment or change of accounting firm conducting auditing for the Company;	(XVII) to propose at general shareholders' meeting for the appointment or change of accounting firm conducting auditing for the Company;
(XVIII) to hearing the work reports of the general manager of the Company and inspecting the general manager's work;	(XVIII) to hearing the work reports of the general manager of the Company and inspecting the general manager's work;
(XIX) to decide on such major matters and administrative affairs other than those ought to be decided by the general meetings of the Company as specified in the laws, administrative regulations, rules and regulations of the competent authorities and these Articles of Association of the Company and enter into other important agreements;	(XIX) to decide on such major matters and administrative affairs other than those ought to be decided by the general shareholders' meeting of the Company as specified in the laws, administrative regulations, rules and regulations of the competent authorities and these Articles of Association of the Company and enter into other important agreements;
(XX) other duties and powers stipulated by laws, administrative regulations, departmental rules and regulations, the listing rules of the places where the Company's shares are listed, or the provisions of the Articles of Association.	(XX) other duties and powers stipulated by laws, administrative regulations, departmental rules and regulations, the listing rules of the places where the Company's shares are listed, or the provisions of the Articles of Association of the Company.
“Within one year” refers to “within one financial year”.	“Within one year” refers to “within one financial year”.

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APPENDIX III

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors	The Amended Rules of Procedure of the meetings of the Board of Directors
Except for the Board resolutions in respect of the matters specified in paragraphs (V), (VI) and (XI) which shall be passed by more than two-thirds of the directors, the Board resolutions in respect of all other matters set out in the preceding paragraphs may be passed by more than one-half of the directors.

Should the foregoing exercise of such functions and powers by the Board, or any transaction or arrangement of the Company be considered and reviewed by a general meeting according to the listing rules of the places where the Company’s shares are listed, such shall be submitted to the general meetings for consideration and review. | Except for the Board resolutions in respect of the matters specified in paragraphs (V), (VI) and (XI) which shall be passed by more than two-thirds of the directors, the Board resolutions in respect of all other matters set out in the preceding paragraphs may be passed by more than one-half of the directors.

Should the foregoing exercise of such functions and powers by the Board, or any transaction or arrangement of the Company be considered and reviewed by a general-shareholders’ meeting according to the listing rules of the places where the Company’s shares are listed, such shall be submitted to the general-shareholders’ meeting for consideration and review. | | Article 7 The Board shall be composed of nine directors. At any time, no less than one-third of the members of the Board shall be independent non-executive directors, and the total number of independent non-executive directors shall not be less than three. At least one independent non-executive director shall possess appropriate professional qualifications meeting regulatory requirements, or appropriate expertise in accounting or related financial management. The Board shall have one chairman. The chairman shall be elected and removed by the Board by a majority vote of all directors, with a term of three years, and may be re-elected for consecutive terms. | Article 7 The Board shall be composed of nine directors-, including one representative of the employees of the Company. At any time, no less than one-third of the members of the Board shall be independent non-executive directors, and the total number of independent non-executive directors shall not be less than three. At least one independent non-executive director shall possess appropriate professional qualifications meeting regulatory requirements, or appropriate expertise in accounting or related financial management. The Board shall have one chairman. The chairman shall be elected and removed by the Board by a majority vote of all directors, with a term of three years, and may be re-elected for consecutive terms. |

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors

The Amended Rules of Procedure of the meetings of the Board of Directors

Article 8 Directors shall be elected or replaced by the shareholders’ general meeting, each with a term of three years. Directors may be re-elected upon expiration of their terms. However, each director (including directors with a specified term) shall retire by rotation at least once every three years.

Article 8 Shareholder-representative directors

Directors shall be elected or replaced by the shareholders’-general meeting and may be removed from office by the shareholders’ meeting prior to the expiration of their term of office. Employee-representative directors shall be democratically elected or recalled by the employees. Each with Director shall have a term of three years. Directors may be re-elected upon expiration of their terms. However, each director (including directors with a specified term) shall retire by rotation at least once every three years.

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors	The Amended Rules of Procedure of the meetings of the Board of Directors
Article 11 The chairman of the Board shall exercise the following powers:	Article 11 The chairman of the Board shall exercise the following powers:
(I) to preside over general meetings, to convene and preside over Board meetings;	(I) to preside over general shareholders' meeting, to convene and preside over Board meetings;
(II) to supervise and inspect the implementation of Board resolutions;	(II) to supervise and inspect the implementation of Board resolutions;
(III) to execute documents in relation to the Company's issue of shares, corporate bonds, and other valuable securities;	(III) to execute documents in relation to the Company's issue of shares, corporate bonds, and other valuable securities;
(IV) to sign important documents of the Board and other documents that shall be signed by the legal representative of the Company;	(III) to sign important documents of the Board and other documents that shall be signed by the legal representative chairman of the Board of the Company;
(V) in case of emergency circumstances of force majeure events such as extraordinary natural disasters, to exercise special disposal powers which are in compliance with legal requirements and are in the interests of the Company on matters of the Company and provide ex-post reports to the Board and the general meetings;	(IV) in case of emergency circumstances of force majeure events such as extraordinary natural disasters, to exercise special disposal powers which are in compliance with legal requirements and are in the interests of the Company on matters of the Company and provide ex-post reports to the Board and the general shareholders' meeting;
(VI) to nominate or recommend the general manager, the Board Secretary and the Company Secretary for the Board to consider and vote;	(VI) to nominate or recommend the general manager, the Board Secretary and the Company Secretary for the Board to consider and vote;
(VII) to propose to convene an extraordinary meeting of the Board;	(VII) to propose to convene an extraordinary meeting of the Board;
(VIII) to exercise other functions and powers conferred by the Board.	(VIII) to exercise other functions and powers conferred by the Board.

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors	The Amended Rules of Procedure of the meetings of the Board of Directors
The authorization of the chairman of the Board shall be explicitly granted in the form of a resolution of the Board of Directors, with clear and specific authorized matters, contents and scope of authority. All matters involving the material interests of the company shall be subject to collective decision-making by the Board of Directors and shall not be delegated to the chairman or individual directors for unilateral determination.	The authorization of the chairman of the Board shall be explicitly granted in the form of a resolution of the Board of Directors, with clear and specific authorized matters, contents and scope of authority. All matters involving the material interests of the company shall be subject to collective decision-making by the Board of Directors and shall not be delegated to the chairman or individual directors for unilateral determination.
Article 18 The chairman of the Board shall promote a culture of open and constructive discussion, facilitate effective contribution by directors (in particular non-executive directors) to the Board, and ensure that a constructive relationship is maintained between executive directors and non-executive directors.	Article 18 The chairman of the Board shall promote a culture of open and constructive discussion, facilitate effective contribution by directors (in particular non-executive directors) to the Board, and ensure that a constructive relationship is maintained between executive directors and non-executive directors.
(none in the original Rules of Procedure of the meetings of the Board of Directors)	Article 22 Independent non-executive directors must maintain their independence. The following personnel shall not serve as independent non-executive directors:
(I) personnel employed by the Company or its affiliated enterprises, as well as their spouses, parents, children and major social relations therewith;
(II) natural person shareholders who directly or indirectly hold more than 1% of the shares issued by the Company or are among the top ten shareholders of the Company, as well as their spouses, parents and children;
(III) shareholders who directly or indirectly hold more than 5% of the shares issued by the Company, or hold positions among in the top five shareholders of the Company, as well as their spouses, parents and children;
(IV) personnel employed in the affiliated enterprises of the Company's controlling shareholder or actual controller, as well as their spouses, parents and children;

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors	The Amended Rules of Procedure of the meetings of the Board of Directors
	(V) personnel who have significant business transactions with the Company and its controlling shareholder, actual controller or their respective affiliated enterprises, or who hold positions in entities with significant business transactions and their controlling shareholder or actual controller;
	(VI) personnel providing financial, legal, consulting, sponsorship and other services to the Company and its controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all members of the project team of the intermediary institutions providing services, review personnel at all levels, personnel affixing signatures to the reports, partners, directors, senior management and main responsible persons;
	(VII) personnel who fall under any of the circumstances listed in subparagraphs (I) to (VI) within the most recent twelve months;
	(VIII) other personnel who do not have independence as stipulated by laws, administrative regulations, the CSRC, the business rules of the stock exchange and the Articles of Association of the Company;
	The affiliated enterprises of the Company’s controlling shareholder or actual controller as mentioned in subparagraphs (IV) to (VI) of the preceding paragraph do not include enterprises that are controlled by the same state-owned asset management institution as the Company and have not formed an affiliated relationship with the Company in accordance with the relevant regulations.

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APPENDIX III

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors	The Amended Rules of Procedure of the meetings of the Board of Directors
(none in the original Rules of Procedure of the meetings of the Board of Directors)	Article 23 Anyone who serves as an independent non-executive director of the Company shall meet the following conditions:

(I) in accordance with laws, administrative regulations, the regulatory rules of the listing venue of the Company’s shares and other relevant provisions, he or she is qualified to serve as a director of a listed company;

(II) he or she complies with the requirements for independence as stipulated in the Articles of Association of the Company;

(III) he or she possesses basic knowledge on operation of listed companies and is familiar with relevant laws, regulations and rules;

(IV) he or she has more than five years of working experience in law, accounting or economics, etc. necessary to perform the duties of an independent director;

(V) he has sound personal character and no major records of bad faith or other bad records;

(VI) other conditions as stipulated by laws, administrative regulations, the rules of the CSRC, the regulatory rules of the listing venue of the Company’s shares and the Articles of Association of the Company. |

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors	The Amended Rules of Procedure of the meetings of the Board of Directors
(none in the original Rules of Procedure of the meetings of the Board of Directors)	Article 24 As members of the Board of Directors, independent non-executive directors shall be loyal and diligent to the Company and all shareholders, and shall perform the following duties prudently:

(I) participating in the decision-making of the board of directors and expressing clear opinions on the matters deliberated;

(III) providing professional and objective suggestions for the Company’s operation and development to promote the improvement of the decision-making level of the Board of directors;

(IV) other duties as prescribed by laws, administrative regulations, the CSRC, the regulatory rules of the listing venue of the Company’s shares and the Articles of Association of the Company. |

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors

The Amended Rules of Procedure of the meetings of the Board of Directors

Article 22 In addition to the powers and functions conferred on the directors by the Company Law and other relevant laws and regulations as well as the Articles of Association of the Company, the independent non-executive directors shall have the following special powers and functions: (I) pursuant to the Hong Kong Listing Rules in force from time to time, if a connected transaction of the Company is subject to shareholders’ approval, the Company shall establish an Independent Board Committee and give advice to the shareholders on (1) whether the terms of the connected transaction are fair and reasonable; (2) whether the connected transaction is conducted in the ordinary and usual course of business of the Company on normal commercial terms or on better terms; (3) whether the connected transaction is in the interests of the Company and the shareholders as a whole; and (4) giving an opinion to the Shareholder on how to vote in respect of the connected transaction. Such advice shall take into account the recommendations of the independent financial adviser. Among other things, the Independent Board Committee shall comprise independent non-executive directors who do not have a material interest in the relevant transaction; if all independent non-executive directors have a material interest in the transaction, there is no need to establish an Independent Board Committee. (II) to propose to the Board the appointment or dismissal of the accounting firm; (III) to propose to the Board to convene the extraordinary general meetings;

Article 2522 In addition to the powers and functions conferred on the directors by the Company Law and other relevant laws and regulations as well as the Articles of Association of the Company, the independent non-executive directors shall have the following special powers and functions: (I) independently engaging intermediary institutions to audit, consult or verify specific matters of the Company; pursuant to the Hong Kong Listing Rules in force from time to time, if a connected transaction of the Company is subject to shareholders’ approval, the Company shall establish an Independent Board Committee and give advice to the shareholders on (1) whether the terms of the connected transaction are fair and reasonable; (2) whether the connected transaction is conducted in the ordinary and usual course of business of the Company on normal commercial terms or on better terms; (3) whether the connected transaction is in the interests of the Company and the shareholders as a whole; and (4) giving an opinion to the Shareholder on how to vote in respect of the connected transaction. Such advice shall take into account the recommendations of the independent financial adviser. Among other things, the Independent Board Committee shall comprise independent non-executive directors who do not have a material interest in the relevant transaction; if all independent non-executive directors have a material interest in the transaction, there is no need to establish an Independent Board Committee. (II) to propose to the Board the appointment or dismissal of the accounting firm; (III) to propose to the Board to convene the extraordinary general shareholders’ meeting;

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors	The Amended Rules of Procedure of the meetings of the Board of Directors
(IV) to independently engage external auditors and consultants.
Independent non-executive directors shall obtain the consent of more than one-half of all independent non-executive directors to exercise the powers and functions set out in items (I) to (III) above, and shall obtain the consent of all independent non-executive directors to exercise the powers and functions set out in item above.
If the above proposals are not adopted or the above powers cannot be exercised properly, the Company shall disclose the relevant information.	(IV) to independently engage external auditors and consultants. putting forward a proposal to convene a meeting of the Board of Directors;
(V) publicly soliciting shareholders’ rights from shareholders in accordance with the law;
(VI) expressing independent opinions on matters that may harm the rights and interests of the Company or minority shareholders;
(VII) other powers as prescribed by laws, administrative regulations, the CSRC, the regulatory rules of the listing venue of the Company’s shares and the Articles of Association of the Company.
Independent non-executive directors shall obtain the consent of more than over one-half of all independent non-executive directors to exercise the powers and functions set out in items (I) to (III) above, and shall obtain the consent of all independent non-executive directors to exercise the powers and functions set out in item (IV) above.
If the above proposals are not adopted or the above powers cannot be exercised properly, the Company shall disclose the relevant information.
Article 27 The Audit Committee shall be primarily responsible for the relevant review and supervision of the Company’s auditing and risk management.	Article 3027- The Company shall not have any supervisor or a Supervisory Committee. The Board of the Company shall establish an Audit Committee, which shall exercise the functions and powers of the supervisory committee as stipulated by the Company Law of the PRC and other functions and powers as stipulated by the Articles of Association of the Company, and The Audit Committee shall be primarily responsible for the relevant review and supervision of the Company’s auditing and risk management.

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors	The Amended Rules of Procedure of the meetings of the Board of Directors
Article 28 The Audit Committee shall consist of not less than three directors, all of whom shall be non-executive directors and a majority of whom shall be independent non-executive directors, and at least one of whom shall have appropriate professional qualifications or accounting or related financial management expertise as required by the Hong Kong Listing Rules. The membership shall be determined by the Board. The Audit Committee shall be chaired by an independent non-executive director who is responsible for chairing the Audit Committee.	Article 3128 The numbers of Audit Committee shall consist of not less than three directors, all of whom shall be non-executive directors and a majority of whom shall be independent non-executive directors, and at least one of whom shall have appropriate professional qualifications or accounting or related financial management expertise as required by the Hong Kong Listing Rules. The membership shall be determined by the Board, and employee-representatives among the members of the Board of the Company may serve as members of the Audit Committee. The convener of the Audit Committee shall be chaired by an independent non-executive director with accounting expertise who is responsible for chairing the Audit Committee, the convener of the Audit Committee shall be elected by the Board.
Article 30 The Nomination Committee shall be composed of no fewer than three directors, among whom independent non-executive directors shall account for the majority. The members shall be determined upon deliberation by the Board. The Nomination Committee shall have one chairperson, who shall be the chairman of the Board or an independent non-executive director and shall be responsible for presiding over the work of the Nomination Committee.	Article 3330 The Nomination Committee shall be composed of no fewer than three directors, among whom independent non-executive directors shall account for the majority. The members shall be determined upon deliberation by the Board. The Nomination Committee shall have one chairperson, who shall be the chairman of the Board or an independent non-executive director and shall be responsible for presiding over the work of the Nomination Committee, and the convener of the Nomination Committee shall be elected by the Board.
Article 32 The Remuneration Committee shall be composed of no fewer than three directors, the majority of whom shall be independent non-executive directors. The members shall be determined upon deliberation by the Board. The Remuneration Committee shall have one chairperson, who shall be an independent non-executive director and shall be responsible for presiding over the work of the Remuneration Committee.	Article 3532 The Remuneration Committee shall be composed of no fewer than three directors, the majority of whom shall be independent non-executive directors. The members shall be determined upon deliberation by the Board. The Remuneration Committee shall have one chairperson, who shall be an independent non-executive director and shall be responsible for presiding over the work of the Remuneration Committee, and the convener of the Remuneration Committee shall be elected by the Board.

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors

The Amended Rules of Procedure of the meetings of the Board of Directors

Article 43 The chairman of the Board shall convene an extraordinary meeting of the Board under any of the following circumstances: (I) A shareholder representing more than one-tenth of the voting rights proposes to convene it; (II) Proposed to be convened by more than one-third of the directors; (III) When deemed necessary by the chairman of the Board; (IV) Other cases as stipulated in the Articles of Association of the Company.

Article 4643 The chairman of the Board shall convene an extraordinary meeting of the Board under any of the following circumstances: (I) A shareholder representing more than one-tenth of the voting rights proposes to convene it; (II) Proposed to be convened by more than one-third of the directors or the Audit Committee; (III) When deemed necessary by the chairman of the Board; (IV) Other cases as stipulated in the Articles of Association of the Company.

Article 47 Meetings of the Board may be held only if a majority of all directors are at present. The general manager of the Company shall attend the Board' meetings as a nonvoting delegate, and Supervisors may attend the Board' meetings as a nonvoting delegate; other senior management members who are not also directors may attend the Board' meetings as a nonvoting delegate according to actual needs. The presider of the meeting may notify other relevant persons to attend the meeting of the Board as a nonvoting delegate if he/she deems it necessary.

Article 5047 Meetings of the Board may be held only if a majority of all directors are at present. The general manager of the Company shall attend the Board' meetings as a nonvoting delegate; and Supervisors may attend the Board' meetings as a nonvoting delegate; other senior management members who are not also directors may attend the Board' meetings as a nonvoting delegate according to actual needs. The presider of the meeting may notify other relevant persons to attend the meeting of the Board as a nonvoting delegate if he/she deems it necessary.

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors	The Amended Rules of Procedure of the meetings of the Board of Directors
Article 56 After each proposal has been thoroughly discussed, the presiding officer shall, in due course, call upon the participating directors to vote on it.

Voting at the meeting shall be by one person, one vote, and shall normally be conducted by counting names and in writing, etc., but upon the proposal of the chairman of the Board, voting by a show of hands or speeches may also be adopted. When the votes against and in favour are equal, the chairman of the Board shall have the right to cast one more vote.

The voting intention of the directors is classified into agreement, objection and abstention. The directors present at the meeting shall choose one of these intentions; if they fail to make a choice or choose two or more intentions at the same time, the presiding officer of the meeting shall request the director concerned to make a new choice, and if he refuses to do so, he shall be deemed to have abstained from voting. | Article 5956 After each proposal has been thoroughly discussed, the presiding officer shall, in due course, call upon the participating directors to vote on it.

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PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors

The Amended Rules of Procedure of the meetings of the Board of Directors

Article 58 Where a matter to be resolved by the Board is materially interested in a director or any of such director’s close associates, such director shall recuse himself/herself and shall not have voting rights. In the case of a director’s recusal from voting, the relevant Board meetings may be held with the attendance of more than half of the non-interested directors, and a resolution shall be adopted by more than half of the non-interested directors. If fewer than three non-interested directors attend the meeting, no vote may be taken on the relevant proposal, and such matter shall be submitted to the shareholders’ general meeting for deliberation.

Article 6158- Where a matter to be resolved by the Board is materially interested in a director or any of such director’s close associates If a director has a connected relationship with an enterprise or individual involved in a matter to be resolved at Board meetings, such director shall promptly report the same to the Board in writing, such director shall recuse himself/herself and shall not have voting rights. In the case of a director’s recusal from voting, the relevant Board meetings may be held with the attendance of more than half of the non-interested directors, and a resolution shall be adopted by more than half of the non-interested directors. If fewer than three non-interested directors attend the meeting, no vote may be taken on the relevant proposal, and such matter shall be submitted to the shareholders’ general meeting for deliberation.

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APPENDIX III

PROPOSED AMENDMENT TO THE RULES OF

PROCEDURES OF THE BOARD

The Original Rules of Procedure of the meetings of the Board of Directors	The Amended Rules of Procedure of the meetings of the Board of Directors
Article 72 In these Rules, the term “or more” shall include the number itself, and the term “more than” shall exclude the number itself. For the purposes of these Rules, “senior management” means the general manager, deputy general managers, the person in charge of finance, the secretary of the Board, and other senior management personnel recognized by the Board.

Where these Rules need to be revised in accordance with changes in actual circumstances, the secretary of the Board shall put forward a draft amendment, which shall be reviewed and adopted by the Board before being submitted to the shareholders’ general meeting for deliberation. | Article 7572 In these Rules, the term “or more” shall include the number itself, and the term “more than” shall exclude the number itself. For the purposes of these Rules, “senior management” means the general manager, deputy general managers, the person in charge of finance, the secretary of the Board and other senior management personnel recognized by the Board other persons stipulated by the Articles of Association of the Company.

Except for the amendments to the above provisions, there are no material amendments to the contents of other provisions of the Rules of Procedure of the meetings of the Board of Directors. Such changes include the uniform replacement of "general meeting" and "general meetings" with "shareholders' meeting" in accordance with the latest Company Law and Guidelines for the Articles of Association of Listed Companies, the deletion of references to "supervisor(s)","candidate for supervisor", "representative(s) of supervisors" and "Supervisory Committee", or the substitution of "Supervisory Committee" with "Audit Committee", changes to article or chapter numbering, corresponding adjustments to referenced article numbers, adjustments to the presentation of numbers, revisions to punctuation and formatting, as well as other word changes that do not affect the meaning of the provisions. Given the wide scope of such revisions, uniform adjustments have been made and no item-by-item listing is provided.

The proposed amendments to the Rules of Procedures of the Board are prepared in Chinese and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Rules of Procedures of the Board, the Chinese version shall prevail.

APPENDIX IV

INFORMATION OF CANDIDATES FOR DIRECTORS

Mr. Zhong Shanshan

Mr. Zhong Shanshan (鐘睇睇), age 71, is the founder, Chairman of the Board, an executive Director and the General Manager of the Company. He founded Zhejiang Thousand-Island Lake Yangshengtang Drinking Water Company Limited (浙江千島湖養生堂飲用水有限公司), the predecessor of the Company, in September 1996. Mr. Zhong was appointed as the Chairman of the Board and an executive Director in June 2001, the General Manager of the Company in May 2005, a member of the Remuneration Committee under the Board of the Company in March 2020, as well as the Chairman of the Nomination Committee under the Board of the Company from March 2020 to May 2025. Mr. Zhong Shanshan also serves as a director, manager and legal representative of several subsidiaries of the Group. Mr. Zhong is responsible for the Group's overall development strategies, business plans and major operational decisions and direct management of our brands and human resources. Prior to the establishment of the Company, Mr. Zhong Shanshan founded Yangshengtang Co., Ltd. (the "Yangshengtang") in March 1993 and has served successively as Director, General Manager and Chairman of the Board of Directors of Yangshengtang since March 1993. Mr. Zhong Shanshan had been Chairman of Beijing Wantai Biological Pharmaceutical Enterprise Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 603392) from November 2001 to January 2021.

Mr. Zhong Shanshan is the father of Mr. Zhong Shu Zi, a candidate for Director.

As of the date of this circular, Mr. Zhong Shanshan has interests in 6,211,800,000 Domestic Shares and 3,239,501,650 H Shares of the Company.

After the appointment of Mr. Zhong Shanshan as an executive Director is approved at the Annual General Meeting, the Company will enter into a service contract with him for the provision of services to the Company. Mr. Zhong Shanshan receives remuneration in accordance with the remuneration standards stipulated in the engagement agreement signed between him and the Group, with his remuneration being a fixed annual salary of RMB3.5 million per annum. Pursuant to the remuneration scheme for the ninth session of Directors to be approved by the Company at the Annual General Meeting, Mr. Zhong Shanshan will not receive additional remuneration for his position as a Director of the Company.

Ms. Wu Limin

Ms. Wu Limin (吳莉敏), age 53, was appointed as an executive Director and Chief Financial Officer of the Company in May 2023, and joined the Group in January 2022 as the General Manager of the Financial Center of the Company, and is responsible for financial management of the Company. Ms. Wu Limin concurrently also serves as a director of several subsidiaries of the Group. Prior to joining the Group, Ms. Wu Limin served as the Vice President and Chief Financial Officer of Yonghui Superstores Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 601933) from April 2019 to December 2021. Ms. Wu Limin joined Unilever China Ltd. in 1996 and served successively as the Finance Director of Malaysia and Singapore, and the Vice President of Finance of Vietnam of Southeast Asia Cluster and the Vice President of Finance of the North Asia Cluster of the aforesaid company from 2010 to 2019.

Ms. Wu Limin obtained a bachelor's degree in biochemistry from Fudan University in July 1996, an MBA degree from China Europe International Business School in September 2007, and was admitted as a Fellow of the Association of Chartered Certified Accountants in November 2004.

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APPENDIX IV

INFORMATION OF CANDIDATES FOR DIRECTORS

In March 2025, Ms. Wu Limin was granted rewards corresponding to 326,000 H Shares of the Company. As of the date of this circular, such awards have not yet been vested. For details, please refer to the relevant disclosure in the section headed “Management Discussion and Analysis–Human Resources and Emolument Policy” in the Company’s 2025 Interim Report.

After the appointment of Ms. Wu Limin as an executive Director is approved at the Annual General Meeting, the Company will enter into a service contract with her for the provision of services to the Company. The total remuneration received by Ms. Wu Limin from the Group for the year 2025 amounted to RMB11.224 million (before tax), including basic salary, performance-based bonus, pension scheme contributions, equity-settled share-based incentives, etc. The remuneration of Ms. Wu for the year 2026 will be determined by the Board and the Remuneration Committee based on her annual remuneration for 2025, taking into account, among others, her positions and duties with the Company and the results of her 2026 performance appraisal. Pursuant to the remuneration scheme for the ninth session of Directors to be approved by the Company at the Annual General Meeting, Ms. Wu will not receive additional remuneration for her position as a Director of the Company.

Mr. Xiang Xiansong

Mr. Xiang Xiansong (向咸松), age 43, was appointed as an executive Director of the Company in May 2023. He has served as the General Manager of the Sales & Marketing Center of the Company since August 2022, and is responsible for sales and marketing management of the Company. Mr. Xiang Xiansong joined the Group in June 2009. He successively served as the Sales Representative, Sales Supervisor, Operation Supervisor and Regional General Manager of the Company and was responsible for the establishment and expansion of catering channel of the Company. Mr. Xiang Xiansong concurrently also serves as a director, manager and legal representative of several subsidiaries of the Group.

As at the date of this circular, Mr. Xiang Xiansong has interest in the vested awards corresponding to 32,400 H Shares of the Company granted under the employee share incentive scheme of the Company. In March 2025, Mr. Xiang Xiansong was granted additional awards corresponding to 181,600 H Shares of the Company. As of the date of this circular, such awards have not yet been vested. For details, please refer to the relevant disclosure in the section headed “Management Discussion and Analysis–Human Resources and Emolument Policy” in the Company’s 2025 Interim Report.

After the appointment of Mr. Xiang Xiansong as an executive Director is approved at the Annual General Meeting, the Company will enter into a service contract with him for the provision of services to the Company. The total remuneration received by Mr. Xiang Xiansong from the Group for the year 2025 amounted to RMB8.34 million (before tax), including basic salary, performance-based bonus, pension scheme contributions, equity-settled share-based incentives, etc. The remuneration of Mr. Xiang for the year 2026 will be determined by the Board and the Remuneration Committee based on his annual remuneration for 2025, taking into account, among others, his positions and duties with the Company and the results of his 2026 performance appraisal. Pursuant to the remuneration scheme for the ninth session of Directors to be approved by the Company at the Annual General Meeting, Mr. Xiang will not receive additional remuneration for his position as a Director of the Company.

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APPENDIX IV

INFORMATION OF CANDIDATES FOR DIRECTORS

Mr. Rao Minghong

Mr. Rao Minghong (饒明紅), aged 50, was appointed as an executive Director of the Company in May 2024, and joined the Group in June 1999 and successively served as the Mechanical Engineer, Chief of the Manufacturing Section, Manager of the Plant and General Manager of the Manufacturing Base, etc. He was elected as an employee representative Supervisor of the Company from December 2019 to May 2024 and as the President of the Labour Union of the Company in April 2020. Mr. Rao has been the General Manager of the Production and Operation Center of the Company since August 2022, responsible for the production and operation management of the Company. Mr. Rao Minghong concurrently also serves as a director, manager and legal representative of several subsidiaries of the Group.

As at the date of this circular, Mr. Rao Minghong has interest in the vested awards corresponding to 59,400 H Shares of the Company granted under the employee share incentive scheme of the Company. In March 2025, Mr. Rao Minghong was granted additional awards corresponding to 181,600 H Shares of the Company. As of the date of this circular, such awards have not yet been vested. For details, please refer to the relevant disclosure in the section headed "Management Discussion and Analysis-Human Resources and Emolument Policy" in the Company's 2025 Interim Report.

After the appointment of Mr. Rao Minghong as an executive Director by employees through democratic election, the Company will enter into a service contract with him for the provision of services to the Company. The total remuneration received by Mr. Rao Minghong from the Group for the year 2025 amounted to RMB3.987 million (before tax), including basic salary, performance-based bonus, pension scheme contributions, equity-settled share-based incentives, etc. The remuneration of Mr. Rao for the year 2026 will be determined by the Board and the Remuneration Committee based on his annual remuneration for 2025, taking into account, among others, his positions and duties with the Company and the results of his 2026 performance appraisal. Pursuant to the remuneration scheme for the ninth session of Directors to be approved by the Company at the Annual General Meeting, Mr. Rao will not receive additional remuneration for his position as a Director of the Company.

Ms. Han Linyou

Ms. Han Linyou (韓林攸, former name: Han Yang (韓揚)), age 45, was appointed as an executive Director of the Company in May 2023, a member of the Nomination Committee in May 2025 and has been the Secretary to the Board of the Company since February 2020. She concurrently served as a Joint Company Secretary from January 2020 to February 2024 and became the sole Company Secretary of the Company in February 2024, being responsible for corporate governance, information disclosure, investor relations and the management of Office of Public Policy & Sustainable Development of the Group, and she concurrently also serves as a director of several subsidiaries of the Company. Ms. Han Linyou joined the Group in November 2019 as the Deputy General Manager of Nongfu Spring Drinking Water Hong Kong Company Limited (農夫山泉飲用水香港有限公司). Prior to joining the Group, Ms. Han Linyou served as an Assistant to the Chief Executive Officer, a Legal Director and a Senior Vice President of Tibet Water Resources Ltd. (a company listed on the Hong Kong Stock Exchange, stock code: 01115) from April 2013 to November 2019, and an executive Director from May 2017 to November 2019. She has been the Chairman of the Risk Management Committee of the Board of the aforesaid company since August 2017. Ms. Han Linyou worked at Jingtian & Gongcheng from August 2002 to March 2013 and became a Partner of such firm in 2009, and concurrently served as the PRC Legal Adviser of Chiu & Partners in Hong Kong from May 2008 to May 2009.

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APPENDIX IV

INFORMATION OF CANDIDATES FOR DIRECTORS

Ms. Han Linyou obtained a bachelor’s degree in law from Peking University in July 2002 and a PRC Legal Professional Qualification Certificate in February 2008.

In March 2025, according to the employee share incentive scheme of the Company, Ms. Han Linyou was granted awards corresponding to 90, 800 H Shares of the Company. As of the date of this circular, such awards have not yet been vested. For details, please refer to the relevant disclosure in the section headed “Management Discussion and Analysis–Human Resources and Emolument Policy” in the Company’s 2025 Interim Report.

After the appointment of Ms. Han Linyou as an executive Director is approved at the Annual General Meeting, the Company will enter into a service contract with her for the provision of services to the Company. The total remuneration received by Ms. Han Linyou from the Group for the year 2025 amounted to RMB2.852 million (before tax), including basic salary, performance-based bonus, pension scheme contributions, equity-settled share-based incentives, etc. The remuneration of Ms. Han for the year 2026 will be determined by the Board and the Remuneration Committee based on her annual remuneration for 2025, taking into account, among others, her positions and duties with the Company and the results of her 2026 performance appraisal. Pursuant to the remuneration scheme for the ninth session of Directors to be approved by the Company at the Annual General Meeting, Ms. Han will not receive additional remuneration for her position as a Director of the Company.

Mr. Zhong Shu Zi

Mr. Zhong Shu Zi, age 38, was appointed as a non-executive Director of the Company in June 2017, responsible for providing advice on our business plans, major decisions and investment activities, and served as a member of the Audit Committee under the Board from March 2020 to May 2023. Mr. Zhong Shu Zi joined the Group in January 2014 and has been the General Manager of the Brand Center of Yangshengtang, the shareholder of the Company, from January 2020 to date. He has also served as Hangzhou Regional General Manager, Zhebei Regional General Manager and Regional General Manager of East China Zone 1 of the Sales & Marketing Center of the Company from September 2023 to November 2025 successively, and served as the Assistant to the General Manager of the Company since March 2026.

Mr. Zhong Shu Zi obtained a bachelor of arts degree in English from University of California, Irvine in the United States in December 2011, and received his master degree in international business from Zhejiang University in March 2021.

Mr. Zhong Shu Zi is the son of Mr. Zhong Shanshan.

After the appointment of Mr. Zhong Shu Zi as a non-executive Director is approved at the Annual General Meeting, the Company will enter into a service contract with him for the provision of services to the Company. The total remuneration received by Mr. Zhong Shu Zi from the Group for the year 2025 amounted to RMB1.022 million (before tax), including basic salary, performance-based bonus and pension scheme contributions, etc. The remuneration of Mr. Zhong Shu Zi for the year 2026 will be determined by the Board and the Remuneration Committee based on his annual remuneration for 2025, taking into account, among others, his positions and duties with the Company and the results of his 2026 performance appraisal. Pursuant to the remuneration scheme for the ninth session of Directors to be approved by the Company at the Annual General Meeting, Mr. Zhong Shu Zi will not receive additional remuneration for his position as a Director of the Company.

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APPENDIX IV

INFORMATION OF CANDIDATES FOR DIRECTORS

Mr. Gu Zhaoyang

Mr. Gu Zhaoyang (顧朝陽), aged 59, was appointed as an independent non-executive Director of the Company, a member and the Chairman of the Audit Committee under the Board of the Company in May 2025. Mr. Gu Zhaoyang is currently the Director of MBA in Finance (FMBA) Programme and a professor of Accountancy at the Faculty of Business Administration of The Chinese University of Hong Kong (“CUHK”). Mr. Gu Zhaoyang has served as a professor of Accountancy at the Faculty of Business Administration of CUHK since January 2013; he served as the Director of the School of Accountancy of CUHK from August 2013 to July 2020; he has served as the Director of MBA in Finance (FMBA) Programme of CUHK since July 2023; he served as an associate professor and Honeywell Professor in Accounting at the Carlson School of Management, University of Minnesota, the USA from August 2008 to January 2013, and he was also in charge of the Accounting Ph.D. programme at this university from September 2009 to August 2012; he served as an assistant professor and associate professor in Accounting at the Tepper School of Business of Carnegie Mellon University from August 1999 to July 2008; and he served as an assistant lecturer in the Department of Accounting of The Hong Kong University of Science and Technology from August 1994 to June 1996. In addition, Mr. Gu served as a member of the Financial Reporting Review Panel of the Accounting and Financial Reporting Council of Hong Kong (AFRC) during the period from July 2020 to July 2023.

Mr. Gu has served as an independent non-executive director and the convener of the audit committee of Shanghai Pharmaceuticals Holding Co., Ltd. (上海醫藥集團股份有限公司, a company listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, stock code: 601607. SH, 2607. HK) since June 2019; he has served as an independent non-executive director and a member of the audit committee of Jiangsu Expressway Company Limited (江蘇寧滙高速公路股份有限公司, a company listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, stock code: 600377. SH, 0177. HK) since June 2024; he has served as an independent non-executive director and a member of the audit committee of Bank of Tianjin Co., LTD. (天津銀行股份有限公司, a company listed on the Hong Kong Stock Exchange, stock code: 1578. HK) since September 2024; he has served as an independent non-executive director and the chairman of the audit committee of Luda Technologies Group Ltd. (a company listed on the New York Stock Exchange, stock code: LUD) since February 2025; he has served as an independent non-executive director and the chairman of the audit committee of X. J. Electrics (Hu Bei) Group Co., Ltd. (湖北香江電器集團股份有限公司) (a company listed on the Hong Kong Stock Exchange, stock code: 2619.HK) since September 2024.

Mr. Gu Zhaoyang graduated from the Department of Foreign Languages of Tsinghua University with a bachelor’s degree in English in July 1988 and graduated from the Institute of Foreign Economics and Management of Renmin University of China with a master’s degree in management in July 1991. He obtained a master’s degree in economics in August 1993 and a PhD in accounting in August 1999 from Tulane University, the USA. Mr. Gu has a U. S. Certified Public Accountant (non-practicing) certificate.

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APPENDIX IV INFORMATION OF CANDIDATES FOR DIRECTORS

Ms. Wen Ming

Ms. Wen Ming (文鳴), aged 58, currently serves as the Dean, Faculty of Social Sciences at The University of Hong Kong. Ms. Wen has served at The University of Hong Kong since September 2022 and has held positions including Professor of the Faculty of Social Sciences, Chair Professor in Population Science & Sociology, and co-director of James M. and Cathleen D. Stone Center on Socio-Economic Inequality in Asia. Ms. Wen served at the University of Utah in the United States from July 2003 to December 2024, and successively served as Assistant Professor, Associate Professor and Professor in the Department of Sociology & Criminology at the University of Utah, and served as the Department Chair in the Department of Sociology & Criminology at the University of Utah from July 2015 to June 2021. From July 1999 to June 2003, Ms. Wen served as a biostatistician in the Department of Health Studies at the Pritzker School of Medicine of the University of Chicago. In addition, Ms. Wen currently serves as a member of the editorial boards of Chinese Sociological Review and Journal of Aging and Health, and served as a member of the editorial board of the flagship journal of the American Sociological Association, Journal of Social and Behavioral Science, from January 2019 to December 2019 and served as the Deputy Editor of the journal from January 2020 to December 2022. Ms. Wen currently serves as a standing panel member of the Research Grants Council and President of the International Chinese Sociological Association (ICSA), and previously served as a standing member of the grant review panel of the National Institutes of Health (NIH) of the United States from July 2013 to June 2017.

Ms. Wen obtained a bachelor's degree in Information Management and Information Department from Peking University in July 1989. She further obtained a master's degree in sociology, a master's degree in statistics and a Ph.D. in sociology from the University of Chicago in the United States from June 1996 and March 2003. Ms. Wen has also received a number of honours, including being named among the top 1% Scientists worldwide (2025) by Clarivate Analytics, being listed among the world's top 2% Scientists worldwide (2025) by Stanford University, and being selected for the Forbes China 2025 Top 100 Most Influential Chinese Elites.

Mr. Wang Yingzhe

Mr. Wang Yingzhe (王英哲), aged 56, is currently a partner and director of FenXun Partners (北京市奮迅律師事務所) and a managing partner of the Joint Operation Office of FenXun Partners and Baker McKenzie in the Shanghai Free Trade Zone. From June 1997 to August 2009, Mr. Wang served as attorney in Jingtian & Gongcheng (北京市競天公誠律師事務所) and a partner of the firm since January 2001. Mr. Wang founded FenXun Partners in August 2009 and has been a partner and director thereof ever since. In April 2015, Mr. Wang established the Joint Operation Office of FenXun Partners and Baker McKenzie in the Shanghai Free Trade Zone, marking the first joint operation office between Chinese and foreign law firms approved by the Chinese government. In addition, from 2007 to 2013, Mr. Wang served as the lecturer for master candidate of Law School of Tsinghua University.

Mr. Wang has served as an independent director of Focuslight Technologies Inc. (西安炬光科技股份有限公司, a company listed on the STAR Market of the Shanghai Stock Exchange, stock code: 688167.SH) since June 2025; he has served as an independent non-executive director of Doumob (豆盟科技有限公司, a company listed on the Hong Kong Stock Exchange, stock code: 1917.HK) from February 2019 to March 2024; he has served as an independent director of Shenyang Xingqi Pharmaceutical Co., Ltd. (藩陽興齊眼藥股份有限公司, a company listed on the ChiNext Market of the Shenzhen Stock Exchange, stock code: 300573.SZ) from November 2011 to January 2018; he has served as an independent director of Xi'an Huajiang Environmental Technologies Co., Ltd. (西安華江環保科技股份有限公司, a company listed on the Xi'an Huajiang Environmental Technologies Co., Ltd.)

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APPENDIX IV INFORMATION OF CANDIDATES FOR DIRECTORS

有限公司, a company formerly listed on the National Equities Exchange and Quotations (NEEQ), stock code: 833147, and delisted in May 2019) from July 2012 to October 2019; he has served as an independent director of Shaanxi Xifeng Liquor Co., Ltd. from January 2015 to July 2020; and he has served as an independent director of Truly Opto-Electronics Limited (信利光電股份有限公司) from September 2013 to July 2019.

Mr. Wang received his bachelor's degree in laws from the law school of Jilin University (吉林大學法學院) in 1992 and he received his master's degree in laws from School of Law of University of California, Berkeley in 2008. Mr. Wang held a certificate for qualified lawyer in the People's Republic of China.

After the appointment of each of Mr. Gu Zhaoyang, Ms. Wen Ming and Mr. Wang Yingzhe as an independent non-executive Director is approved at the Annual General Meeting, the Company will enter into a service contract with each of them for the provision of services to the Company. The Directors' remuneration will be subject to the remuneration scheme for the ninth session of the Directors as approved by the Company at the Annual General Meeting, pursuant to which the remuneration for independent non-executive Directors is RMB310,000 per annum (before tax).

Save as disclosed in this circular and as at the Latest Practicable Date, Mr. Gu Zhaoyang, Ms. Wen Ming and Mr. Wang Yingzhe have confirmed that they meet the independence criteria as set out in Rule 3.13 of the Listing Rules.

Save as disclosed in this circular and as at the date of this circular, candidates for Directors above (i) do not have relationship with other Directors, senior management, substantial shareholders or controlling shareholders of the Company; (ii) do not hold any other position with the Company or any of its subsidiaries; (iii) do not hold other directorships in public companies, the securities of which are listed on any securities markets in Hong Kong or overseas in the three years preceding the date of this circular; and (iv) do not have or are not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance).

Save as disclosed in this circular and as at the date of this circular, in relation to the election and appointment of candidates for Directors above, there is no other information that needs to be disclosed pursuant to any of the requirements as set out in Rule 13.51(2) of the Listing Rules, nor are there any matters in relation to the election and appointment of candidates for Directors above that need to be brought to the attention of the shareholders of the Company.

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APPENDIX V

EXPLANATORY STATEMENT ON GENERAL MANDATE TO REPURCHASE H SHARES

In accordance with the Listing Rules, this appendix serves as an explanatory statement to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the special resolution(s) to be proposed at the AGM for the grant of the General Mandate to Repurchase H Shares to the Board.

GENERAL MANDATE TO REPURCHASE H SHARES

1. Reasons for Repurchase of H Shares

The Directors believe that the flexibility afforded by the General Mandate to Repurchase H Shares would be beneficial to and in the best interest of the Company and its Shareholders. Such repurchase may, depending on market conditions and funding arrangements at such time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Such repurchase will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders.

2. Registered Capital

As at the Latest Practicable Date, the registered share capital of the Company was RMB1,124,646,640, comprising 6,211,800,000 Domestic Shares and 5,034,666,400 H Shares, with a nominal value of RMB0.1 per Share.

3. Exercise of the General Mandate to Repurchase H Shares

Subject to the passing of the proposed special resolution(s) at the AGM in relation to the grant of the general mandate to the Board to repurchase H Shares, the Board will be granted the General Mandate to Repurchase H Shares, which will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting of the Company following the passing of the resolutions; (ii) the date of expiration of 12 months from the date of passing of the relevant resolution at the AGM; or (iii) the date on which the authority is revoked or varied by a special resolution of Shareholders at a general meeting. The exercise of the General Mandate to Repurchase H Shares is subject to the approval(s) of or registration with relevant PRC regulatory authorities as required by the laws, rules and regulations of the PRC being obtained (where applicable).

In accordance with the Listing Rules, the Company will not repurchase H Shares if the purchase price is higher by 5% or more than the average closing price for the 5 preceding trading days on which H Shares were traded on the Stock Exchange.

Subject to compliance with the minimum public float requirement as required by the Stock Exchange, the exercise in full of the General Mandate to Repurchase H Shares (on the basis of 11,246,466,400 H Shares in issue as at the Latest Practicable Date and no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the AGM) would result in a maximum of 1,124,646,640 H Shares that may be repurchased by the Company during the Relevant Period, being the maximum of 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the Latest Practicable Date.

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APPENDIX V

EXPLANATORY STATEMENT ON GENERAL MANDATE TO REPURCHASE H SHARES

4. Funding of Repurchase

In repurchasing H Share, the Company intends to apply funds from the Company's internal resources (which may include surplus funds and retained profits) legally available for such purpose in accordance with the Articles of Association of the Company and the applicable laws, rules and regulations of the PRC. The Company may not repurchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

5. General

An exercise of the General Mandate to Repurchase H Shares in full could have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts contained in the annual report of the Company for the year ended December 31, 2025) at any time during the proposed repurchase period. However, the Directors do not propose exercising the General Mandate to Repurchase H Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital needs or the gearing level of the Company. The number of H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing, in the best interests of the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to repurchase H Shares under the H Share repurchase mandate in accordance with the Listing Rules, the Articles of Association of the Company and the applicable laws, rules and regulations of the PRC.

6. Status of Repurchased H Shares

The Company may, subject to prevailing market conditions at the time of the repurchase and the Group's capital management needs, apply the repurchased Shares for (i) employee share ownership schemes or equity incentive schemes; (ii) the conversion of convertible bonds issued by the Company; (iii) the cancellation of the repurchased Shares; or (iv) to be held as treasury Shares.

To the extent that any treasury Shares are deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) for dividends or distributions, the Company will, prior to the record date for such dividend or distribution, withdraw any treasury Shares from CCASS and either re-register them under the Company's name as treasury Shares or cancel such Shares, or take any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under applicable laws (if such Shares were registered in its own name as treasury Shares).

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APPENDIX V

EXPLANATORY STATEMENT ON GENERAL

MANDATE TO REPURCHASE H SHARES

7. H Shares Prices

The highest and lowest prices for H Shares recorded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

| Year and month | Highest HK$ | Lowest HK$ | | --- | --- | --- | | 2025 | | | | April | 38.00 | 31.30 | | May | 40.10 | 34.85 | | June | 41.15 | 37.20 | | July | 47.40 | 38.10 | | August | 50.45 | 44.90 | | September | 54.90 | 49.10 | | October | 55.90 | 51.40 | | November | 56.25 | 48.66 | | December | 49.90 | 44.60 | | 2026 | | | | January | 51.85 | 46.40 | | February | 50.20 | 46.08 | | March | 47.36 | 40.70 | | April (up to and including the Latest Practicable Date) | 49.88 | 46.48 |

8. H Share Repurchased by the Company

No repurchase of H Shares has been made by the Company in the previous six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

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APPENDIX V

EXPLANATORY STATEMENT ON GENERAL MANDATE TO REPURCHASE H SHARES

9. Effect of the Takeovers Code

If as a result of repurchase of H share by the Company, a substantial shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a shareholder, or group of shareholders acting in concert, could obtain or consolidate control of the Company or become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Zhong Shanshan, whose interests in the Company are notifiable under Part XV of the Securities and Futures Ordinance, held approximately 84.0379% interest in total share capital of the Company, including approximately 17.1543% direct interest and approximately 66.8837% indirect interest through Yangshengtang (Mr. Zhong Shanshan holds 100% of the total registered capital of Yangshengtang, including 98.38% direct interest and 1.62% indirect interest held by Hangzhou Youfu, which is wholly-owned by Mr. Zhong Shanshan). The Directors are not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law, as a result of any repurchases to be made under the H Share repurchase mandate. However, the Directors will not make H Share repurchase on the Stock Exchange if such repurchase would result in the minimum public float requirement required by the Stock Exchange not being complied with.

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their close associates presently intends to sell H Shares to the Company under the H Share repurchase mandate in the event that the H Share repurchase mandate is approved by the Shareholders and the conditions (if any) to which the H Share repurchase mandate is subject are fulfilled.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) that they have a present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them to the Company in the event that the H Share repurchase mandate is approved by the Shareholders and the conditions (if any) to which the H Share repurchase mandate is subject are fulfilled.

To the best knowledge and belief of the Directors, neither the explanatory statement nor the proposed repurchase of Shares of the Company has any unusual features.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the preceding six months up to and including the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

农夫山泉

NONGFU SPRING CO., LTD.

農夫山泉股份有限公司

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

(Stock Code: 9633)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of Nongfu Spring Co., Ltd. (the "Company") will be held at 10:00 a.m. on Tuesday, May 19, 2026 at No. 181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the People's Republic of China (the "PRC") for the following purposes:

ORDINARY RESOLUTIONS

To consider and if thought fit, approve the proposed amendment to the Rules of Procedures of Shareholders' Meetings.
To consider and if thought fit, approve the proposed amendment to the Rules of Procedures of the Board.
To consider and if thought fit, approve the repeal of the Rules of Procedures of the Supervisory Committee.
To elect the executive Directors of the ninth session of the board of directors (the "Board") of the Company (excluding the employee representative Director)

4.1 To elect Ms. Zhong Shanshan as an executive Director of the ninth session of the Board of the Company 4.2 To elect Ms. Wu Limin as an executive Director of the ninth session of the Board of the Company 4.3 To elect Mr. Xiang Xiansong as an executive Director of the ninth session of the Board of the Company 4.4 To elect Ms. Han Linyou as an executive Director of the ninth session of the Board of the Company

To elect the non-executive Directors of the ninth session of the Board of the Company

5.1 To elect Mr. Zhong Shu Zi as a non-executive Director of the ninth session of the Board of the Company

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NOTICE OF ANNUAL GENERAL MEETING

To elect the independent non-executive Directors of the ninth session of the Board of the Company

6.1 To elect Mr. Gu Zhaoyang as an independent non-executive Director of the ninth session of the Board of the Company

6.2 To elect Ms. Wen Ming as an independent non-executive Director of the ninth session of the Board of the Company

6.3 To elect Mr. Wang Yingzhe as an independent non-executive Director of the ninth session of the Board of the Company

To consider and if thought fit, approve the remuneration plan of the ninth session of the board of directors of the Company.
To consider and if thought fit, approve the proposed changes to use of proceeds from the listing and extension of utilization period.
To consider and if thought fit, approve the report of the Board of the Company for the year ended December 31, 2025.
To consider and if thought fit, approve the report of the supervisory committee of the Company for the year ended December 31, 2025.
To consider and if thought fit, approve the consolidated financial statements of the Company and its subsidiaries and the report of the auditor of the Company for the year ended December 31, 2025.
To consider and if thought fit, approve the re-appointment of Ernst & Young Hua Ming LLP as the domestic auditor of the Company for the year ended December 31, 2026 and re-appointment of Ernst & Young as the overseas auditor of the Company for the year ended December 31, 2026 and to authorize the Board to fix their remunerations.
To consider and if thought fit, approve the payment of a final dividend for the year ended December 31, 2025 ("Final Dividend") of RMB0.99 per share (tax inclusive).
To consider and if thought fit, approve the Company's application for credit lines from banks and other financial institutions and relevant authorizations to the Board.
To consider and if thought fit, approve the provision of guarantee in favour of wholly-owned subsidiaries of the Company.

SPECIAL RESOLUTIONS

To consider and if thought fit, approve the Proposed Amendments to the Articles of Association and cancellation of the supervisory committee.

NOTICE OF ANNUAL GENERAL MEETING

To consider and if thought fit, approve the proposal to grant the general mandate to issue shares to the Board:

(1) there being granted to the Board general mandate to issue, allot and deal with shares of nominal value of RMB0.1 each in the share capital of the Company, with the aggregate number of Shares to be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Board not exceeding 20% of the issued share capital as at the date of passing of this resolution (excluding treasury Shares);

(2) the Board be authorized to (including but not limited to the following):

(i) increase the registered capital of the Company in accordance with the issue of Shares aforesaid, and attend to the relevant registration procedures with the relevant authorities in the PRC and Hong Kong;

(ii) make appropriate amendments to the relevant provisions in articles of association of the Company (the "Articles of Association") in relation to the registered capital of the Company and any other articles that require corresponding amendments so as to reflect the change in the registered capital and shareholding structure of the Company as a result of the allotment or issue of new shares and to submit the relevant amendments to the Articles of Association to the relevant authorities of the PRC and Hong Kong for approval and record (as the case may be);

(iii) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new shares; and

(iv) the Board will only exercise its power under the above mandates in accordance with the Company Law, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as may be amended from time to time) and other relevant laws and regulations of Hong Kong and the PRC, and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained.

(3) Authorization period

The period of above general mandate shall not exceed the relevant period (the "Relevant Period"). The Relevant Period commences from the date of passing of this authorization proposal as the special resolution at the AGM and ends on the earliest of:

(i) the conclusion of the next annual general meeting;

(ii) the date of expiration of 12 months from the date of passing of the relevant resolution at the AGM; or

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NOTICE OF ANNUAL GENERAL MEETING

(iii) the date on which the authority is revoked or varied by a special resolution of shareholders at a general meeting.

To consider and if thought fit, approve the proposal to grant the general mandate to repurchase Shares to the Board:

(1) there being granted to the Board general mandate to repurchase H Shares which is not more than 10% the number of all issued Shares of the Company (excluding treasury Shares) at the date of the passing of the relevant resolution;

(2) the Board be authorized to (including but not limited to the following):

(i) the Board be authorized to do all such deeds, acts, matters and business necessary or desirable for the purpose of or in connection with the exercise of the general mandate to repurchase H Shares, including but not limited to amendments to the Articles of Association of the Company and the cancellation or hold as treasury Shares for the repurchased H Shares after such general mandate has been exercised;

(ii) the Board be authorized to formulate and implement the specific repurchase plan, including but not limited to the repurchase price, the number of Shares to be repurchased, the timing of repurchases, the repurchase period, and change the use of the H Shares previously repurchased and to be repurchased, subject to all applicable rules and regulations;

(iii) the Board be authorized and agreed to authorize specified person to carry out necessary procedures in relation to the repurchase of H Shares, including but not limited to opening overseas share accounts and carrying out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas (if needed);

(iv) for the repurchased Shares to be held as treasury Shares, the Board be authorized to use such treasury Shares in accordance with the applicable rules and regulations as and when appropriate, including but not limited to resale for cash (subject to the general mandate to issue Shares) or transfer to satisfy share grants under share schemes, and to complete the relevant statutory procedures for registration, filing and approval within or outside the PRC; and

(v) the Board will only exercise its power under the above mandates in accordance with the Company Law, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as may be amended from time to time) and other relevant laws and regulations of Hong Kong and the PRC, and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained (if needed).

140 -

NOTICE OF ANNUAL GENERAL MEETING

(3) Authorization period

The period of above general mandate to repurchase Shares shall not exceed the relevant period (the “Relevant Period”). The Relevant Period commences from the date of passing of this authorization proposal as the special resolution at the AGM and ends on the earliest of:

(i) the conclusion of the next annual general meeting; (ii) the date of expiration of 12 months from the date of passing of the relevant resolution at the AGM; or (iii) the date on which the authority is revoked or varied by a special resolution of Shareholders at a general meeting.

By Order of the Board Nongfu Spring Co., Ltd. Zhong Shanshan Chairman

Hong Kong 17 April, 2026

Notes:

(i) The passage of resolutions 1 to 3 of this notice is premised on the passage of resolution 16. (ii) Further details regarding the resolutions numbered 9, 10 and 11 of this notice will be included in 2025 Annual Report of the Company and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.nongfuspring.com), and dispatched to the Shareholders of the Company (if necessary). (iii) For further details regarding the resolutions numbered 1 to 8 and 13 to 16 of this notice, please refer to the circular of the Company dated 17 April, 2026. (iv) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A proxy need not be a shareholder of the Company. With respect to any shareholder who has appointed more than one proxy, such proxies may only exercise their voting rights in a poll. (v) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

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NOTICE OF ANNUAL GENERAL MEETING

(vi) If you intend to attend the AGM by proxy, you are requested to complete the enclosed form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, and return them to (i) for holders of H Shares, the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; and (ii) for holders of Domestic Shares, the office of the Board of the Company, at No.181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the PRC, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof in order for such documents to be valid. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.

(vii) For the purpose of determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, May 14, 2026 to Tuesday, May 19, 2026 (both days inclusive), during which period no transfer of shares can be registered. All transfers documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, May 13, 2026.

(viii) For the purpose of determining the entitlement of the shareholders to receive Final Dividend, the register of members of the Company will also be closed from Saturday, May 23, 2026 to Thursday, May 28, 2026 (both days inclusive), during which period no share transfers can be registered. All transfers documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, May 22, 2026.

(ix) If the “Red” weather disaster warning signal is hoisted at or after 7:00 a.m. on the date of the annual general meeting, the annual general meeting will not be held on Tuesday, May 19, 2026 but will be postponed to a later date and if postponed, the Company will as soon as practicable post an announcement on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.nongfuspring.com).

(x) A shareholder or his/her proxy should produce proof of identity when attending the AGM. Where a shareholder is a legal person, the legal representative of that shareholder or the person authorized by its board of directors or other governing body shall produce a copy of the authorization documents of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.

(xi) Shareholders who attend the AGM shall bear their own travelling and accommodation expenses.

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AI assistant

Nongfu Spring Co., Ltd. — AGM Information 2026

51122_rns_2026-04-17_98496baf-1914-4e30-8bc5-0022f0f5fa8c.pdf

农夫山泉

CONTENTS

DEFINITIONS

农夫山泉

1. INTRODUCTION

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CANCELLATION OF THE SUPERVISORY COMMITTEE

4. ELECTION OF THE NEW SESSION OF THE BOARD

5. REMUNERATION OF THE DIRECTORS

6. PROPOSED CHANGES TO THE USE OF PROCEEDS FROM THE LISTING AND EXTENSION OF UTILIZATION PERIOD

REASONS FOR AND BENEFITS OF THE CHANGES TO THE USE OF PROCEEDS FROM THE LISTING AND EXTENSION OF THE UTILIZATION PERIOD

7. DECLARATION OF FINAL DIVIDEND

8. GENERAL MANDATE TO ISSUE SHARES

9. GENERAL MANDATE TO REPURCHASE H SHARES

10. APPLICATION FOR CREDIT LINES FROM BANKS AND OTHER FINANCIAL INSTITUTIONS AND RELEVANT AUTHORIZATIONS TO THE BOARD

11. PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES

12. ANNUAL GENERAL MEETING

13. VOTING BY WAY OF POLL

14. RECOMMENDATION

15. RESPONSIBILITY STATEMENT

Mr. Xiang Xiansong

Mr. Zhong Shu Zi

Ms. Wen Ming

Mr. Wang Yingzhe

GENERAL MANDATE TO REPURCHASE H SHARES

1. Reasons for Repurchase of H Shares

2. Registered Capital

3. Exercise of the General Mandate to Repurchase H Shares

4. Funding of Repurchase

5. General

6. Status of Repurchased H Shares

7. H Shares Prices

8. H Share Repurchased by the Company

9. Effect of the Takeovers Code

SHARE REPURCHASE MADE BY THE COMPANY

农夫山泉

NONGFU SPRING CO., LTD.

農夫山泉股份有限公司

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

More from Nongfu Spring Co., Ltd.

Nongfu Spring Co., Ltd. AGM Information 2026