THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Qingling Motors Co. Ltd, you should at once hand this circular and the accompanying proxy form and reply slip to the purchaser or to the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

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

曼特达拿股份有限公司

QINGLING MOTORS CO. LTD

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

(Stock Code: 1122)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED ABOLISHMENT OF THE ESTABLISHMENT OF THE SUPERVISORY COMMITTEE AND NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" of this circular unless the context otherwise requires.

NOTICE IS HEREBY GIVEN that the AGM will be held at the Conference Room, Intelligent Network New Energy Commercial Vehicle Research and Development Center (智能網聯新能源商用車研發中心) of the Company, 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC on Friday, 27 June 2025 at 10:00 a.m. for the purpose of considering and approving the matters set out in the Notice of AGM. A notice convening the AGM is set out on pages AGM-1 to AGM-2 of this circular. A reply slip and proxy form for use in connection with the AGM are also enclosed with this circular.

Whether or not you intend to attend the AGM, you are requested to complete and return the enclosed reply slip and proxy form in accordance with the instructions printed thereon. The reply slip should be returned to the legal address of the Company at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC by hand or by post, by cable or by fax (at fax no: (86)23-68830397) on or before Saturday, 7 June 2025. The proxy form should be returned to the legal address of the Company at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC (in the case of proxy form of holders of Domestic Shares) or the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in the case of proxy form of holders of H Shares) in any event not less than 24 hours before the time appointed for the holding of the AGM (i.e. no later than 10:00 a.m. on 26 June 2025 (Hong Kong Time)) or 24 hours before the time appointed for taking the poll. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

This circular and the accompanying proxy form of holders of H Shares for use at the AGM have been published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.qingling.com.cn).

9 May 2025

CONTENTS

Pages

Definitions ... ii

Letter from the Board

Introduction ... 1
Proposed Amendments to the Articles of Association and Proposed Abolishment of the Establishment of the Supervisory Committee ... 2
AGM ... 4
Voting by Poll ... 5
Recommendation ... 5

Appendix I – Proposed Amendments to the Articles of Association ... 6

Notice of Annual General Meeting ... AGM-1

DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be convened on Friday, 27 June 2025 at 10:00 a.m.

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

"Board"
the board of Directors

"Company"
Qingling Motors Co. Ltd, a Sino-foreign joint venture joint stock limited company incorporated in the PRC, the issued H Shares of which are listed on the Stock Exchange

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

"Domestic Share(s)"
domestic share(s) of nominal value of RMB1.00 each in the ordinary share capital of the Company

"Group"
the Company and its subsidiaries from time to time

"H Share(s)"
overseas listed foreign shares in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Stock Exchange

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

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

"Notice of AGM"
the notice convening the AGM set out on pages AGM-1 to AGM-2 of this circular

"PRC"
the People's Republic of China, which shall, for the purpose of this circular, exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

– ii –

DEFINITIONS

"RMB" Renminbi, the lawful currency of the PRC

"Share(s)" collectively, the Domestic Shares and the H Shares and (where applicable) any other foreign shares of the Company

"Shareholder(s)" shareholder(s) of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Supervisory Committee" the supervisory committee of the Company

iii -

LETTER FROM THE BOARD

會聆泛參股份有限公司

QINGLING MOTORS CO. LTD

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

(Stock Code: 1122)

Executive Directors:

Mr. LUO Yuguang (Chairman)

Mr. NAKAMURA Koji (Vice Chairman)

Mr. KIJIMA Katsuya (Deputy General Manager)

Mr. TSUKUI Mikio

Mr. XU Song

Mr. LI Juxing

Mr. LI Xiaodong

Independent Non-executive Directors:

Mr. LONG Tao

Mr. SONG Xiaojiang

Mr. LIU Tianni

Ms. CHEN Yen Yung

Legal Address:

1 Xiexing Cun

Zhongliangshan

Jiulongpo District

Chongqing

PRC

Principal Place of Business in Hong Kong:

Office 1601, 16/F

LHT Tower

31 Queen's Road Central

Central

Hong Kong

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED ABOLISHMENT OF THE ESTABLISHMENT OF THE SUPERVISORY COMMITTEE AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with, among others, information on the proposed amendments to the Articles of Association, and to seek your approval at the AGM of, among other matters the special resolution on matters regarding the proposed amendments to the Articles of Association.

LETTER FROM THE BOARD

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

Reference is made to the announcement of the Company dated 8 May 2025 in relation to, among others, the proposed amendments to the Articles of Association.

In light of:

(i) the Decision of the State Council to Repeal Certain Administrative Regulations and Documents (《國務院關於廢止部分行政法規和文件的決定》) promulgated by the State Council of the People's Republic of China (the "State Council") and the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) and related guidelines (collectively, the "New PRC Regulations") promulgated by the China Securities Regulatory Commission (the "CSRC") came into effect on 31 March 2023. On the same date as the New PRC Regulations took effect, the Mandatory Provisions for Companies Listing Overseas (《到境外上市公司章程必備條款》) (the "Mandatory Provisions") set forth in Zheng Wei Fa (1994) No. 21 Document (證委發(1994) 21號文件) issued by the Securities Committee of the State Council (國務院證券委員會) and the State Committee for Restructuring the Economic System (國家經濟體制改革委員會) on 27 August 1994, and the Special Provisions on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (《國務院關於股份有限公司境外募集股份及上市的特別規定》) promulgated by the State Council on 4 August 1994 were repealed. Under such circumstances, the PRC issuers shall formulate their articles of association by reference to the Guidelines on Articles of Association of Listed Companies (《上市公司章程指引》) (the "Guidelines on Articles of Association") issued by the CSRC on 15 December 2023, instead of the Mandatory Provisions. Furthermore, pursuant to the New PRC Regulations, domestic share shareholders and H share shareholders will no longer be treated as different classes of shareholders;

(ii) on 29 December 2023, the amended Company Law of the People's Republic of China (《中華人民共和國公司法》) (the “PRC Company Law”) was adopted and came into effect on 1 July 2024. The amendments introduced by the revised PRC Company Law to the then PRC Company Law include, without limitation, reforms to the corporate capital system and organisational structure, enhanced protection for minority shareholders' rights and interests, strengthened responsibilities for controlling shareholders, directors, supervisors and senior management, the establishment of new position of employee representative director, as well as permitting the replacement of Supervisory Committee with audit committee; and

For identification purpose only

LETTER FROM THE BOARD

(iii) in light of the current Listing Rules provisions concerning the expansion and further expansion of the paperless listing regime, which require listed issuers to disseminate corporate communications by electronic means and to ensure that their articles of association enable the holding of general meetings which members can attend virtually with the use of technology and can cast votes by electronic means,

the Board proposes to make certain amendments to the Company’s existing Articles of Association (the “Proposed Amendments”) so as to be in line with, among others: (i) the requirements of the New PRC Regulations (including, without limitation, aligning the Articles of Association substantially with the content of the Guidelines on Articles of Association); (ii) the latest provisions of the PRC Company Law, especially replacing the Supervisory Committee with the audit committee of the Company (the “Audit Committee”) by abolishing the Supervisory Committee and delegating powers of the Supervisory Committee under the PRC Company Law to the Audit Committee; and (iii) the current requirements of the Listing Rules.

The Proposed Amendments principally include, without limitation, (1) the change of business scope of the Company; (2) the abolishment and replacement of the Supervisory Committee by the Audit Committee; (3) further clarification of arrangement permitting electronic dissemination of corporate communications, hybrid general meetings and electronic voting; (4) consequential amendments to the provisions of the Articles of Association in accordance with changes in applicable laws and regulations; and (5) other housekeeping and miscellaneous changes.

Details of the Proposed Amendments are set out in Appendix I to this circular.

The Proposed Amendments to the Articles of Association shall be brought before the AGM to be convened by the Company and shall take effect only upon being considered and approved by the Shareholders by way of a special resolution at the AGM.

Please note that the Articles of Association and the Proposed Amendments to the Articles of Association set out in Appendix I to this circular are written in Chinese and there are no official translations in respect thereof. The English translation of the Proposed Amendments to the Articles of Association set out in Appendix I to this circular is for reference only and its contents may be updated according to the improvement of the instrument of translation. In case of any discrepancies between the English and Chinese versions, the Chinese version shall prevail.

The Hong Kong legal advisers and the PRC legal advisers of the Company have confirmed that the Proposed Amendments comply with the relevant requirements of the Listing Rules and the PRC laws. The Company has confirmed that there should be nothing unusual about the Proposed Amendments for a company listed in Hong Kong.

LETTER FROM THE BOARD

3. AGM

The relevant special resolution, together with the ordinary resolutions of the Company, are set out on pages AGM-1 to AGM-2 of this circular. A reply slip and proxy form for use in connection with the AGM are also enclosed with this circular.

The AGM will be held at the Conference Room, Intelligent Network New Energy Commercial Vehicle Research and Development Center (智能網聯新能源商用車研發中心) of the Company, 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC on Friday, 27 June 2025 at 10:00 a.m..

The Articles of Association provide that those Shareholders who intend to attend any Shareholders' general meeting of the Company shall send a written reply to the Company 20 days before the date of the meeting. In the case the written replies received from the Shareholders indicating that they intend to attend the general meeting represent holders of not more than one half of the total number of shares with voting rights, the Company shall within 5 days inform its Shareholders again in the form of a public notice the proposed matters for consideration at the meeting and the date and venue of the meeting. The Shareholders' general meeting may be convened after such notification has been published. In view of the above requirements in respect of the AGM convened by the Notice of AGM, you are urged to complete and return the reply slip to the legal address of the Company at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC by hand, by post, by cable or by fax (at fax no. (86)23-68830397) on or before Saturday, 7 June 2025 whether or not you intend to attend the AGM.

If you do not intend to or are not able to attend the AGM and intend to appoint a proxy to attend and vote on behalf of you, you are requested to complete and return as soon as possible the proxy form to the legal address of the Company at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC (in the case of proxy form of holder of Domestic Shares), or to the Company's H Share Registrars, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in the case of proxy form of holders of H Shares) in any event not less than 24 hours before the time appointed for the holding of the AGM (i.e. no later than 10:00 a.m. on 26 June 2025 (Hong Kong Time)) or 24 hours before the time appointed for taking the poll. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

LETTER FROM THE BOARD

4. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands and the Company will announce the results of the poll in the manner prescribed under Rules 13.39(5) and 13.39(5A) of the Listing Rules.

5. RECOMMENDATION

The Directors believe that aforesaid resolution regarding the Proposed Amendments to the Articles of Association and the proposed abolishment of the establishment of the Supervisory Committee is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution as set out in the Notice of AGM.

By Order of the Board

Qingling Motors Co. Ltd

Chairman and Executive Director

LUO Yuguang

Chongqing, the PRC, 9 May 2025

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 1

This Company (or the “Company”) is a joint stock limited company established in accordance with the “Standard Opinion on Joint Stock Limited Companies”, the “Supplementary Requirements for the Implementation of the ‘Standard Opinion on Joint Stock Limited Companies’ by the Companies Listed in Hong Kong” and other relevant legislations and administrative regulations of the People’s Republic of China (hereinafter referred to as the “PRC”).

The name of the promoter is: Qingling Motors Company Limited. | Article 1

The Company is established by way of promotion under the approval given under the State Council Committee for the Restructuring of Economic Systems Document Ti Gai Sheng [1994] No. 53 and the Ministry of Foreign Trade and Economic Cooperation Document [1994] Wai Jing Mao Zi San Han Zi No. 247. It has been registered on 18 May 1994 with the Chongqing Municipal Administration for Industry and Commerce in Sichuan Province, the People’s Republic of China and the business licence thereof has been obtained. These Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Enterprise State-owned Assets Law of the People’s Republic of China, the Interim Regulations on the Supervision and Administration of Enterprise State-owned Assets, the Administrative Measures for the Formulation of Articles of Association of State-owned Enterprises, and other laws, administrative regulations, rules and normative documents. The current business licence number of the Company is No. 500000400027294.

The name of the promoter is: Qingling Motors Company Limited. |

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 3
Address of the Company: 1 Xiexing Cun, Zhongliang Shan, Jiulongpo District, Chongqing, the People’s Republic of China
Postal Code: 400052
Telephone: 0086-23-6526–4125
Facsimile: 0086-23-6883–0397	Article 3
Address of the Company: 1 Xiexing Cun, Zhongliang Shan, Jiulongpo District, Chongqing, the People’s Republic of China
Postal Code: 400052
Telephone: 0086-23-6526–4125
Facsimile: 0086-23-6883–0397
Article 4
The chairman of the board of directors of the Company shall be the legal representative of the Company.	Article 4
The chairman of the board of directors or the general manager of the Company shall be the legal representative of the Company. The appointment and change of the legal representative shall be implemented in accordance with the relevant provisions on the management of key municipal state-owned enterprise leaders and other relevant policies and regulations.
Article 5
The Company is a joint stock company with perpetual existence.

The rights and obligations in respect of the Company enjoyed and assumed by shareholders of the Company shall be limited to the extent of the class and number of shares held by them. The Company shall be liable to its creditors to the extent of all of its assets.

The Company is an independent legal person, governed and protected by the laws and administrative regulations of the People’s Republic of China. | Article 5
The Company is a joint stock company with perpetual existence.

The entire assets of the Company shall be divided into shares of equal value. The rights and obligations in respect of the Company enjoyed and assumed by shareholders of the Company shall be limited to the extent of the class and number of shares held by them. The Company shall be liable to its creditors to the extent of all of its assets.

The Company is an independent legal person, governed and protected by the laws and administrative regulations of the People’s Republic of China. |

– 7 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 6
Pursuant to the “Company Law of the People’s Republic of China” (hereinafter referred to as the “Company Law”), “Special Requirements of the State Council for Share Offers and Listing by Joint Stock Limited Companies Listed Overseas” (hereinafter referred to as the “Special Requirements”) and “Mandatory Provisions for the Articles of Association of the Companies Listed Overseas” (hereinafter referred to as the “Mandatory Articles”) and other relevant legislations and administrative regulations, the Articles of Association adopted at the extraordinary general meeting held on 19th May, 1994 (hereinafter referred to as the “Original Articles”) was amended by adoption of new Articles of Association of the Company (hereinafter referred to as the “Articles of Association of the Company” or the “Articles of Association”) at the shareholders’ general meeting held on 9th June, 1995.	Article 6
Pursuant to the “Company Law of the People’s Republic of China” (hereinafter referred to as the “Company Law”), “Special Requirements of the State Council for Share Offers and Listing by Joint Stock Limited Companies Listed Overseas” (hereinafter referred to as the “Special Requirements”) and “Mandatory Provisions for the Articles of Association of the Companies Listed Overseas” (hereinafter referred to as the “Mandatory Articles”) and other relevant legislations and administrative regulations, the Articles of Association adopted at the extraordinary general shareholders’ meeting held on 12th December, 2018 19th May, 1994 (hereinafter referred to as the “Original Articles”) was amended by adoption of new Articles of Association of the Company (hereinafter referred to as the “Articles of Association of the Company” or the “Articles of Association”) at the shareholders’ general meeting held on 27th June, 2025 9th June, 1995.
Article 7
The registration of the Original Articles with the Chongqing Municipal Administration for Industry and Commerce was completed whereupon it became effective.

The Articles of Association shall become effective after being passed by a special resolution at the Company’s shareholders’ general meeting and once approval is obtained from the State Council authorized approving authorities and the State Council Securities Commission. Once the Articles of Association have become effective, the Original Articles shall be replaced by the Articles of Association. | Article 7
The registration of the Original Articles with the Chongqing Municipal Administration for Industry and Commerce was completed whereupon it became effective.

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 9

The Articles of Association of the Company shall be binding on the Company, its shareholders, directors, supervisors, managers and other officers. All the persons mentioned above may, pursuant to the Articles of Association, put forward claims concerning the affairs of the Company.

The shareholders may, in accordance with the Articles of Association, bring actions against the Company. The Company may, in accordance with the Articles of Association, bring actions against the shareholders. The shareholders may, in accordance with the Articles of Association, bring actions against each other. The shareholders may, in accordance with the Articles of Association, bring actions against the directors, supervisors, managers and other officers.

For the purpose of this article, “action” includes taking court proceedings and arbitration proceedings. | Article 9

For the purpose of this article, “action” includes taking court proceedings and arbitration proceedings. |
| Article 10

The Company may invest in other companies with limited liability and joint stock limited companies and the Company shall be liable to such company in which the Company has made an investment to the extent of the amount of the capital so invested.

The Company shall not be a shareholder with unlimited liabilities of other profit-making organizations.

Upon the approval of the State Council authorized approving authorities, the Company may operate as a holding company in accordance with Section 12(2) of the Company Law having regard to its operational and management requirements. | Article 10

The Company shall not be a shareholder with unlimited liabilities of other profit-making organizations.

Upon the approval of the State Council authorized approving authorities, the Company may operate as a holding company in accordance with Section 12(2) the relevant requirements of the Company Law having regard to its operational and management requirements. |

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 11
Subject to the provisions of the laws and administrative regulations of PRC, the Company shall have the rights to raise funds or to borrow monies, including but not limited to the rights to issue bonds, or to charge or to pledge its properties.	Article 11
Subject to the provisions of the laws and administrative regulations of PRC, the Company shall have the rights to raise funds or to borrow monies, including but not limited to the rights to issue bonds, or to charge or to pledge its properties.
Article 13
The business scope of the Company is subject to the approval granted by the company registry.

Core Business:
1) The manufacture of Isuzu series automobile, sales, repair, provision of spare parts and general cargo transport.
2) The relevant assembly and spare parts of Isuzu series automobile and the facilities related to manufacture and the import of raw materials, and the relevant assembly and spare parts of domestic manufacture and the facilities related to manufacture and the acquisition of raw materials. | Article 13
The business scope of the Company is subject to the approval granted by the company registry.

Core Business:
1) The manufacture of Isuzu series automobile, sales, repair, provision of spare parts and general cargo transport. Research and development of automotive parts, road motor vehicle production, manufacture of automotive parts and accessories, automobile sales, new energy vehicle sales, new energy vehicle electric accessories sales, wholesale of automotive parts, retail of automotive parts, motor vehicle repair and maintenance and road freight transportation (excluding hazardous goods).
2) The relevant assembly and spare parts of Isuzu series automobile and the facilities related to manufacture and the import of raw materials, and the relevant assembly and spare parts of domestic manufacture and the facilities related to manufacture and the acquisition of raw materials. Import and export of goods and import and export of technologies. |

10 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 14
With the approvals of the relevant government departments, the Company may from time to time make adjustments to its investment policy, scope and means of operations according to the domestic and international market trends, business development requirements within PRC and the Company’s own development capabilities and business requirements and may also set up branches and offices both within and outside PRC and in the regions of Hong Kong, Macau and Taiwan (whether or not being wholly-owned).	Article 14
With the approvals of the relevant government departments, the Company may from time to time make adjustments to its investment policy, scope and means of operations according to the domestic and international market trends, business development requirements within PRC and the Company’s own development capabilities and business requirements and may also set up branches and offices both within PRC (including the regions of Hong Kong, Macau and Taiwan) and outside PRC and in the regions of Hong Kong, Macau and Taiwan (whether or not being wholly-owned).
Article 15
The Company may at any time create ordinary share: The ordinary shares issued by the Company shall include domestic shares and foreign shares. Having regard to its requirements and upon the approvals of the State Council authorized approving authorities, the Company may create other class of shares.	Article 15
The Company may at any time create ordinary share: The ordinary shares issued by the Company shall include domestic shares and foreign shares. Having regard to its requirements and upon the approvals of the State Council authorized approving authorities, the Company may create other class of shares.
Article 17
The Company may issue shares to domestic investors and overseas investors upon the approval of the authorities of the State Council responsible for securities.

The aforesaid overseas investors shall mean the investors from foreign countries and the regions of Hong Kong, Macau and Taiwan who subscribe for the shares issued by the Company; domestic investors shall mean the investors within the PRC other than those investors from the aforesaid regions. | Article 17
The Company may issue shares to domestic investors and overseas investors upon the approval of the authorities of the State Council responsible for securities.

11 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 22
Upon the plan for the issue by the Company of overseas listed foreign shares and domestic shares being approved by the authorities of the State Council responsible for securities, the board of directors of the Company may implement arrangement, for the respective issue thereof.

The plan for the issue of overseas listed foreign shares and domestic shares may be implemented respectively by the Company pursuant to the provisions as aforesaid within 15 months upon the approval of the State Council Securities Commission. | Deleted |
| Article 23
Where the total number of shares to be issued by the Company as determined under the plan includes the number of overseas listed foreign shares and the number of domestic shares, the capital shall be raised by one instalment; where the capital cannot be raised by one instalment under special circumstances, it can be raised by separate instalments with the approval of the State Council Securities Commission. | Deleted |

12 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 25

The Company may, based on its operation and business requirements, approve and increase in its capital in accordance with the relevant provisions of the Articles of Association.

The manners in which the capital of the Company may be increased are as follows:

(1) offer of new shares to investors not particularly designated;

(2) issue of new shares to existing shareholders by way of rights;

(3) bonus issue of new shares to existing shareholders;

(4) other methods as permitted by the laws and administrative regulations.

The increase in the capital of the Company by way of issuing new shares pursuant to the provisions of the Articles of Association shall be implemented in accordance with relevant laws and administrative regulations of PRC. | Article 23

The Company may, based on its operation and business requirements, and in compliance with the requirements of laws and regulations, approve and increase in its capital through resolutions made by the shareholders’ meeting in accordance with the relevant provisions of the Articles of Association.

The manners in which the capital of the Company may be increased are as follows:

(1) offer of new shares to investors not particularly designated; public offering of shares;

(2) issue of new shares to existing shareholders by way of rights; private offering of shares;

(3) bonus issue of new shares to existing shareholders;

(4) conversion of capital reserves to share capital;

(5) other methods permitted by laws and administrative regulations.

13 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 28

Upon the reduction of registered capital, the Company shall prepare a balance sheet and a list of its assets.

The Company shall notify its creditors within 10 days from the date of passing of the resolution for the reduction of registered capital and shall publish the notice at least three times in a newspaper within 30 days thereof. The creditors who have received the said notice shall have the right within 30 days from the date of receiving the notice, and the creditors who have not received the notice shall have the right within 90 days from the date of the notice was first published in the newspaper, to demand the Company to settle the debt or to provide corresponding security in respect of the debt.

The registered capital shall not be less than the minimum statutory requirement after the reduction of capital. | Article 26

Upon the reduction of registered capital, the Company shall prepare a balance sheet and a list of its assets.

The Company shall notify its creditors within 10 days from the date of passing of the resolution for the reduction of registered capital on shareholder’s meeting and shall make a public announcement either at least three times in a newspapers or via the National Enterprise Credit Information Publicity System within 30 days thereof. The creditors who have received the said notice shall have the right within 30 days from the date of receiving the notice, and the creditors who have not received the notice shall have the right within 9045 days from the date of the announcement notice was first made published in the newspaper, to demand the Company to settle the debt or to provide corresponding security in respect of the debt.

The registered capital shall not be less than the minimum statutory requirement after the reduction of capital. |

14 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 29

In the following circumstances, the Company may repurchase its issued shares upon a resolution passed in accordance with the procedures provided in the Articles of Association and with the approval of the relevant governing authorities of PRC:

(1) to cancel shares for reducing capital of the Company;

(2) to amalgamate with other company which owns shares in the Company;

(3) other circumstances which are permitted by the laws and administrative regulations.

The Company shall repurchase its issued shares in accordance with the provisions of Articles 30 to 33. | Article 27

(1) to cancel shares for reducing reduce capital of the Company;

(2) to amalgamate with other company which owns shares in the Company;

(3) to use shares for employee stock ownership plans or equity incentive schemes;

(4) shareholders have objections to resolutions on merger or demerger of the Company and request the Company to acquire their shares;

(5) to use shares for the conversion of corporate bonds convertible into shares issued by the Company;

(6) where necessary for the Company to safeguard the Company’s value and shareholders’ rights and interests;

(7) other circumstances which are permitted by the laws and administrative regulations.

The Company shall repurchase its issued shares in accordance with the provisions of Articles 3028 to 3331. |

15 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 30
The Company may with the approval of the relevant governing authorities of PRC repurchase its shares in any of the following manner:

(1) to make a repurchase offer to all shareholders in proportion to their respective shareholdings;

(2) to repurchase shares in open trading on a stock exchange;

(3) to repurchase shares by way of agreement other than through a stock exchange. | Article 28
The Company may with the approval of the relevant governing authorities of PRC repurchase the its shares of the Company in any of the following manner:

(1) to make a repurchase offer to all shareholders in proportion to their respective shareholdings;

(2) to repurchase shares in open trading on a stock exchange;

(3) to repurchase shares by way of agreement other than through a stock exchange;

(4) other circumstances which are permitted by the laws and administrative regulations and approved by regulatory authorities. |

16 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 31

Where the Company repurchases shares by way of agreement other than through a stock exchange, it shall obtain the prior approval of the shareholders in general meeting according to the provisions of the Articles of Association. Where prior approval has been obtained from the shareholders in general meeting in the same manner, the Company may release or modify the contract entered into in the aforesaid manner or waive any right granted under such contract.

The contract to repurchase shares referred to above shall include but not limited to agreements agreeing to undertake the obligations to repurchase shares or acquiring the rights to repurchase shares.

The contract to repurchase shares on the repurchase of shares or any of the rights provided therein are not capable of being assigned by the Company. | Article 29

The contract to repurchase shares on the repurchase of shares or any of the rights provided therein are not capable of being assigned by the Company. Where the Company repurchases shares of the Company under circumstances specified in items (3), (5), or (6) of Article 27 of the Articles of Association, such repurchase shall be conducted through open market transactions. Where the Company repurchases shares of the Company under circumstances specified in items (1) or (2) of Article 27 of the Articles of Association, such repurchase shall be resolved at a shareholders’ meeting. Where the Company repurchases shares of the Company under circumstances specified in items (3), (5), or (6) of Article 27 of the Articles of Association, such repurchase may, by authorization of a shareholders’ meeting, resolved a resolution at a board meeting passed by two-thirds or more of the directors attending the meeting. |

17 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 32

The Company shall cancel the shares repurchased within the period prescribed by the laws and administrative regulations and shall apply to the original company registration authority for registration of alteration of its registered capital.

The registered capital of the Company will be diminished by the total nominal value of the shares so cancelled. | Article 30

The Company shall cancel the shares repurchased within the period prescribed by the laws and administrative regulations and shall apply to After the Company has lawfully repurchased its shares, if the case falls under circumstances specified in item (1) of Article 27, the shares shall be cancelled within ten days from the date of repurchase; if the case falls under circumstances specified in items (2) or (4) of Article 27, the shares shall be transferred or cancelled within six months; if the case falls under circumstances specified in items (3), (5), or (6) of Article 27, the total number of shares held by the Company shall not exceed 10 per cent. of the total amount of issued shares of the Company, and such shares shall be transferred or cancelled within three years, with an application filed with the original company registration authority for registration of alteration of its registered capital.

The registered capital of the Company will be diminished by the total nominal value of the shares so cancelled. |

18 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 33

Unless the Company is in the process of liquidation, the repurchase of issued shares by the Company shall be subject to the following provisions:

(1) if the shares are repurchased at face value, payment may be made out of the balance of the distributable profits in the books of the Company or from the proceeds of fresh issue of new shares for the purpose of repurchase of issued shares;

(2) if the shares are repurchased at a premium, payment up to the face value may be made out of the balance of the distributable profits in the books of the Company or from the proceeds of fresh issue of new shares for the purpose of repurchase. Payment of the portion in excess of the face value shall be effected in the following manner:

(i) if the repurchased shares were issued at par value, payment shall be made out of the balance of distributable profits in the books of the Company;

(ii) if the repurchased shares were issued at a premium, payment shall be made out of the balance of distributable profits in the books of the Company or from the proceeds of fresh issue of new shares for the purpose of share repurchase provided that, the amount paid out of the proceeds of fresh issue of new shares shall not exceed the aggregate of premium received on the issue of the shares repurchased, nor the balance of capital surplus reserve fund account of the Company at the time of such repurchase (including the amount of the premium received on the fresh issue of new shares); | Article 31

Unless the Company is in the process of liquidation, the repurchase of issued shares by the Company shall be subject to the following provisions:

(i) if the repurchased shares were issued at par value, payment shall be made out of the balance of distributable profits in the books of the Company;

19 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(3) The payment for the following shall be made out of the distributable profits of the Company:

(i) to acquire rights to repurchase its shares;

(ii) to amend the contract for the repurchase of its shares;

(iii) to release any of its obligations under the repurchase contract. | (3) The payment for the following shall be made out of the distributable profits of the Company:

(i) to acquire rights to repurchase its shares;

(ii) to amend the contract for the repurchase of its shares;

(iii) to release any of its obligations under the repurchase contract. |
| (4) After the registered capital of the Company has been diminished by the total nominal amount of the shares so cancelled pursuant to relevant provisions, the amount which has been deducted from the distributable profits and used for repurchasing the nominal value of the shares shall be credited to the account of capital surplus reserve fund of the Company. | (4) After the registered capital of the Company has been diminished by the total nominal amount of the shares so cancelled pursuant to relevant provisions, the amount which has been deducted from the distributable profits and used for repurchasing the nominal value of the shares shall be credited to the account of capital surplus reserve fund of the Company. |

20 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 37
The shares issued by the Company shall be in registered form.

The share certificates of the Company shall contain the following major particulars:

(1) name of the Company;

(2) date of incorporation of the Company;

(3) class of the shares, nominal value and number of shares represented;

(4) serial number of the certificate;

(5) other items to be contained as required by the Company Law, the Special Requirements and the stock exchange on which the shares of the Company are listed. | Article 35
The shares issued by the Company shall be in registered form.

The share certificates of the Company shall contain the following major particulars:

(1) name of the Company;

(2) date of incorporation of the Company;

(3) class of the shares, nominal value and number of shares represented;

(4) serial number of the certificate;

(5) other items to be contained as required by the Company Law, the Special Requirements and the stock exchange on which the shares of the Company are listed. |

21 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 41

The Company may, in accordance with the agreement or understanding between the authorities of the State Council responsible for securities and overseas securities supervisory authorities, keep the original register of shareholders in relation to overseas listed foreign shares outside the PRC and shall appoint overseas agencies to manage such register. The original register of shareholders in relation to overseas listed foreign shares which are listed in Hong Kong shall be kept in Hong Kong.

Copies of the register of shareholders in relation to overseas listed foreign shares shall be kept at the seat of the Company. Appointed overseas agencies shall from time to time guarantee that the original register of shareholders in relation to overseas listed foreign shares and the copies thereof shall be consistent.

Where there is any inconsistency between the original register of shareholders of overseas listed foreign shares and the copies thereof, the original shall prevail. | Article 39

The Company may, in accordance with the agreement or understanding between the authorities of the State Council responsible for securities and overseas securities supervisory authorities, keep the original register of shareholders in relation to overseas listed foreign shares outside the PRC and shall appoint overseas agencies to manage such register. The original register of shareholders in relation to overseas listed foreign H shares which are listed in Hong Kong shall be kept in Hong Kong.

Where there is any inconsistency between the original register of shareholders of overseas listed foreign shares and the copies thereof, the original shall prevail. |

22 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 43

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

All transfer of overseas listed foreign shares listed in Hong Kong must be effected by an instrument of transfer in the usual or common form or in such other form as the board of directors may accept or by the standard clearing forms prescribed by The Stock Exchange of Hong Kong Limited by hand or by machine imprinted signature. All instruments of transfer must be left at the legal office of the Company or at such other place as the board of directors may appoint.

All the fully paid overseas listed foreign shares listed in Hong Kong shall be freely transferrable pursuant to the Articles of Association. However, the board of directors may refuse to recognize any instrument of transfer without assigning any reason thereof, unless:

(1) a sum of HK$2.5 or such higher amount as approved by the HKSE for the time being has been paid to the Company for registering any instrument of transfer or other documents related to or affecting the ownership of any shares;

(2) the instrument of transfer only involves overseas foreign shares listed in Hong Kong;

(3) the stamp duty in respect of the instrument of transfer has been paid; | Article 41

All transfer of overseas listed foreign H shares listed in Hong Kong must be effected by an instrument of transfer in the usual or common form or in such other form as the board of directors may accept or by the standard clearing forms prescribed by The Stock Exchange of Hong Kong Limited by hand or by machine imprinted signature. All instruments of transfer must be left at the legal office of the Company or at such other place as the board of directors may appoint.

All the fully paid overseas listed foreign H shares listed in Hong Kong shall be freely transferrable pursuant to the Articles of Association. However, the board of directors may refuse to recognize any instrument of transfer without assigning any reason thereof, unless:

(2) the instrument of transfer only involves overseas foreign H shares listed in Hong Kong;

(3) the stamp duty in respect of the instrument of transfer has been paid; |

23 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(4) relevant share certificates and such other evidence as the board of directors may reasonably require to show the right of the transferor to make the transfer have been produced;	(4) relevant share certificates and such other evidence as the board of directors may reasonably require to show the right of the transferor to make the transfer have been produced;
(5) if the shares are transferred to joint holders, the number of joint holders shall not exceed 4; and	(5) if the shares are transferred to joint holders, the number of joint holders shall not exceed 4; and
(6) the shares concerned are free of any lien in favour of the Company.	(6) the shares concerned are free of any lien in favour of the Company.
Changes or corrections to any part of the register of shareholders shall be made in accordance with the laws of the place where the register is kept.	Changes or corrections to any part of the register of shareholders shall be made in accordance with the laws of the place where the register is kept.
Article 44
No registration of the changes relating to share transfer shall be made in the register of shareholders within 30 days prior to the shareholders’ general meeting or within 5 days prior to the record date for determining the distribution of dividends.	Article 42
No registration of the changes relating to share transfer shall be made in the register of shareholders within 30 days prior to the shareholders’ general meeting or within 5 days prior to the record date for determining the distribution of dividends. Where laws and regulations of the PRC, the Rules Governing the Listing of Securities on the HKSE, or the relevant provisions of the securities regulatory authorities of the place where the shares of the Company are listed stipulate a book closure period before a shareholders’ meeting or prior to the record date for determining the distribution of dividends, the Company shall comply with such provisions.

24 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 47

Any shareholder whose name is registered in the register of shareholders or any person who requests to have his name registered in the register of shareholders has lost his share certificate (the “Original Certificate”), may apply to the Company for issuing new share certificate in respect of such shares (the “Relevant Shares”).

Domestic shareholder who lost his share certificate may apply for the issue of new share certificate in accordance with Section 150 of the Company Law.

Holder of overseas listed foreign shares who lost his share certificate may apply for the issue of new share certificate in accordance with the laws, stock exchange rules and other relevant regulations of the place where the original register of shareholders in relation to overseas listed foreign shares is kept.

Application for replacement of lost share certificate made by a holder of H shares shall be subject to the following requirements:

(1) Applicant shall submit the application in standard form prescribed by the Company together with a notarial certificate or statutory declaration. The notarial certificate or statutory declaration shall include the reason of the application made by the applicant, the circumstances under which the share certificate was lost and the supporting evidence and a declaration that no other person shall be entitled to register as a shareholder in respect of the Relevant Shares. | Article 45

Domestic shareholder who lost his share certificate may apply for the issue of new share certificate in accordance with Section 150 the relevant requirements of the Company Law.

Application for replacement of lost share certificate made by a holder of H shares shall be subject to the following requirements:

25 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(2) No declaration made by other person other than the applicant has been received by the Company for registration as a shareholder of the Relevant Shares prior to the determination of the Company to issue new certificate.	(2) No declaration made by other person other than the applicant has been received by the Company for registration as a shareholder of the Relevant Shares prior to the determination of the Company to issue new certificate.
(3) If the Company determines to issue new certificate to the applicant as replacement, it shall publish a notification for issuing new certificate for replacement purpose in the newspaper designated by the board of directors and the period for such notification shall be 90 days and such notification shall be published at least once every 30 days.	(3) If the Company determines to issue new certificate to the applicant as replacement, it shall publish a notification for issuing new certificate for replacement purpose in the newspaper designated by the board of directors and the period for such notification shall be 90 days and such notification shall be published at least once every 30 days.
(4) Prior to the publishing of the notification for issuing new certificate for replacement purpose, the Company shall submit a copy of the notification to be published to the stock exchange where its shares are listed. The notification may be published upon the reply of such stock exchange confirming that the said notification has been exhibited in such stock exchange. The period for the exhibition of the notification in such stock exchange shall be 90 days.	(4) Prior to the publishing of the notification for issuing new certificate for replacement purpose, the Company shall submit a copy of the notification to be published to the stock exchange where its shares are listed. The notification may be published upon the reply of such stock exchange confirming that the said notification has been exhibited in such stock exchange. The period for the exhibition of the notification in such stock exchange shall be 90 days.
If the consent for the application for replacement of the certificate has not been obtained from the registered shareholder of the Relevant Shares, the Company shall send to the said shareholder by post a copy of such notification to be published.	If the consent for the application for replacement of the certificate has not been obtained from the registered shareholder of the Relevant Shares, the Company shall send to the said shareholder by post a copy of such notification to be published.

26 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(5) Upon the expiry of 90 days for the publication and exhibition of the notification as provided in paragraphs (3) and (4) above and no objection has been received from any person against the replacement of certificate, new share certificate shall be issued to the applicant based on his application.	(5) Upon the expiry of 90 days for the publication and exhibition of the notification as provided in paragraphs (3) and (4) above and no objection has been received from any person against the replacement of certificate, new share certificate shall be issued to the applicant based on his application.
(6) Where the Company issues new share certificate pursuant to this article, it shall forthwith cancel the Original Certificate and make such entry in the register of shareholders in order to record such cancellation and issue.	(6) Where the Company issues new share certificate pursuant to this article, it shall forthwith cancel the Original Certificate and make such entry in the register of shareholders in order to record such cancellation and issue.
(7) All expenses relating to the cancellation of Original Certificate and issuing new share certificate by the Company shall be borne by the applicant. The Company shall be entitled to refuse to take any action until the applicant can provide reasonable indemnity.	(7) All expenses relating to the cancellation of Original Certificate and issuing new share certificate by the Company shall be borne by the applicant. The Company shall be entitled to refuse to take any action until the applicant can provide reasonable indemnity.

27 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 51
A holder of ordinary shares of the Company shall have the following rights:

(1) to claim dividends and distribution of profits in any other form in proportion to the number of shares held;

(2) to attend and to appoint proxy to attend shareholders’ general meetings and to vote thereat;

(3) to supervise and manage the business activities of the Company and to put forward proposals and raise inquiries;

(4) to transfer shares in accordance with the laws, administrative regulations and the Articles of Association; to transfer overseas listed foreign shares in accordance with the laws in the place where such shares are listed;

(5) to receive information as provided in the Articles of Association of the Company, including:

the right to a copy of the Articles of Association upon payment of the costs thereof;
upon payment of reasonable charges, the right to inspect and make copies of: | Article 49
A holder of ordinary shares of the Company shall have the following rights:

(1) to claim dividends and distribution of profits in any other form in proportion to the number of shares held;

(2) to request, convene, preside over, attend and to appoint proxy to attend shareholders’ general meetings, and to vote thereat exercise corresponding voting rights in accordance with laws;

(3) to supervise and manage the business activities of the Company and to put forward proposals and raise inquiries;

(4) to transfer, bestow or pledge shares it holds in accordance with the laws, administrative regulations and the Articles of Association; to transfer overseas listed foreign shares in accordance with the laws in the place where such shares are listed;

(5) to receive information as provided in the Articles of Association of the Company, including: to inspect the Articles of Association, register of members, corporate bond records, minutes of shareholders’ meetings, resolutions of board meetings, and financial accounting reports of the Company;

the right to a copy of the Articles of Association upon payment of the costs thereof;
upon payment of reasonable charges, the right to inspect and make copies of: |

– 28 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(i) all parts of the register of shareholders;	(i) all parts of the register of shareholders;
(ii) personal particulars of the directors, supervisors, managers and other officers of the Company, including:	(ii) personal particulars of the directors, supervisors, managers and other officers of the Company, including:
(a) present forename and surnames and any former forename or surname and any aliases;	(a) present forename and surnames and any former forename or surname and any aliases;
(b) principal address (residential);	(b) principal address (residential);
(c) nationality;	(c) nationality;
(d) occupation and all other part-time occupation and positions;	(d) occupation and all other part-time occupation and positions;
(e) identification documents and its number.	(e) identification documents and its number.
(iii) state of the share capital of the Company;	(iii) state of the share capital of the Company;
(iv) reports showing the total nominal value and number of shares repurchased by the Company since the end of the last financial year, quantity, the highest and the lowest price paid and the aggregate amount paid by the Company in respect of each class of its shares repurchased;	(iv) reports showing the total nominal value and number of shares repurchased by the Company since the end of the last financial year, quantity, the highest and the lowest price paid and the aggregate amount paid by the Company in respect of each class of its shares repurchased;

29 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(v) minutes of the shareholders’ general meetings.	(v) minutes of the shareholders’ general meetings.
(6) the right to participate in the distribution of the surplus assets of the Company in proportion to the number of shares held in the event of the termination or liquidation of the Company;	(6) the right to participate in the distribution of the surplus assets of the Company in proportion to the number of shares held in the event of the termination or liquidation of the Company;
(7) other rights conferred by the laws, administrative regulations and the Articles of Association of the Company.	(7) shareholders having objections to resolutions of shareholders’ meeting on merger or demerger of the Company to request the Company to repurchase their shares;
	(8) other rights conferred by the laws, administrative regulations and the Articles of Association of the Company.

30 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 52

A holder of ordinary shares of the Company shall undertake the following obligations:

(1) to comply with the Articles of Association;

(2) to pay subscription monies according to the number of shares subscribed and the method of subscription;

(3) other obligations imposed by the laws, administrative regulations and the Articles of Association of the Company.

A shareholder shall not be liable to make further contribution to the share capital other than the terms as agreed by the subscriber of the relevant shares on subscription. | Article 50

A holder of ordinary shares of the Company shall undertake the following obligations:

(1) to comply with laws, administrative regulations and the Articles of Association;

(2) to pay subscription monies according to the number of shares subscribed and the method of subscription;

(3) not to withdraw shares except under circumstances prescribed by laws and regulations;

(4) not to abuse shareholders’ rights to damage the interests of the Company or other shareholders; nor to abuse the Company’s independent status of legal person or shareholders’ limited liability to damage the interests of the Company’s creditors;

(5) other obligations imposed by the laws, administrative regulations and the Articles of Association of the Company.

A shareholder shall not be liable to make further contribution to the share capital other than the terms as agreed by the subscriber of the relevant shares on subscription. |

31 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 53

In addition to the obligations imposed by the laws and administrative regulations or required by the listing rules of the stock exchange on which the shares of the Company are listed, the controlling shareholder, in exercising the power as a shareholder, shall not exercise his voting rights in a manner prejudicial to the interests of all or some part of the shareholders when making decision on the following manners:

(1) to relieve a director or supervisor of his duty to act honestly in the best interests of the Company;

(2) to approve the expropriation by a director or supervisor (for his own benefit or for the benefit of another), in any guise, the assets of the Company, including but not limited to an opportunity beneficial to the Company;

(3) to approve the expropriation by a director or supervisor (for his own benefit or for the benefit of another) the individual rights of other shareholders, including but not limited to rights to distributions and voting rights save and except restructuring of the Company submitted for approval by the shareholders in general meeting in accordance with the Articles of Association. | Article 51

(1) to relieve a director or supervisor of his duty to act honestly in the best interests of the Company;

(3) to approve the expropriation by a director or supervisor (for his own benefit or for the benefit of another) the individual rights of other shareholders, including but not limited to rights to distributions and voting rights save and except restructuring of the Company submitted for approval by the shareholders’ in general meeting in accordance with the Articles of Association. |

32 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 54
A controlling shareholder referred to in the preceding article means a person who satisfies any one of the following conditions:

(1) he may alone or acting in concert with others has the power to elect more than half of the directors;

(2) he may alone or acting in concert with others has the power to exercise 30 per cent. or more of the voting rights in the Company or control the exercise of 30 per cent. Or more of the voting rights in the Company;

(3) he may alone or acting in concert with others holds 30 per cent. or more of the issued shares of the Company;

(4) he may alone or acting in concert with others has de facto control of the Company in any other manner. | Article 52
A controlling shareholder referred to in the preceding article means a person who satisfies any one of the following conditions:

(1) he may alone or acting in concert with others has the power to elect more than half of the directors;

(3) he may alone or acting in concert with others holds 30 per cent. or more of the issued shares of the Company;

(4) he may alone or acting in concert with others has de facto control of the Company in any other manner. |

33 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 56
The shareholders’ general meeting shall have the following powers:

(1) to determine the business policies and investment plans;

(2) to elect and replace directors and to determine the remuneration of the directors;

(3) to elect and replace supervisors who are representatives of the shareholders and to determine the remuneration of such supervisors;

(4) to consider and to approve the report of the board of directors;

(5) to consider and to approve the report of the supervisory committee;

(6) to consider and to approve the annual financial budgets and final accounts;

(7) to consider and to approve the plan for profit distribution and plan for making up losses;

(8) to approve the increase in or reduction of the registered capital of the Company;

(9) to approve the amalgamation, demerger, dissolution and liquidation of the Company;

(10) to approve the issue of debentures of the Company; | Article 54
The shareholders’ meeting shall have the following powers:

(1) to determine the business policies and investment plans;

(2) to elect and replace directors who are not employee representatives and to determine the remuneration of the directors;

(3) to elect and replace supervisors who are representatives of the shareholders and to determine the remuneration of such supervisors;

(4) to consider and to approve the report of the board of directors;

(5) to consider and to approve the report of the supervisory committee;

(64) to consider and to approve the annual financial budgets and final accounts;

(75) to consider and to approve the plan for profit distribution and plan for making up losses;

(86) to approve the increase in or reduction of the registered capital of the Company;

(97) to approve the amalgamation, demerger, dissolution and liquidation of the Company;

(108) to approve the issue of debentures of the Company; |

– 34 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(11) to approve the appointment, dismissal or discontinuance of appointment of the accountants firm;	(119) to approve the appointment, dismissal or discontinuance of appointment of the accountants firm;
(12) to amend the Articles of Association;	(1210) to amend the Articles of Association;
(13) to consider the motion put forward by the shareholders together representing 5 per cent. or more of the shares of the Company carrying voting rights;	(1311) to consider the motion put forward by the shareholders together representing 15 per cent. or more of the shares of the Company carrying voting rights;
(14) other matters to be approved at the shareholders’ general meeting as required by the laws, administrative regulations and the Articles of Association.	(1412) other matters to be approved at the shareholders’ general meeting as required by the laws, administrative regulations and the Articles of Association.
The shareholders’ general meeting may authorise or appoint the board of directors to effect those matters authorised or appointed by the shareholders’ general meeting.	The shareholders’ general meeting may authorise or appoint the board of directors to effect those matters authorised or appointed by the shareholders’ meeting.
Article 57
The Company shall not enter into contract with any person other than a director, supervisor, manager or other officer of the Company whereby such person undertakes the management and administration of the whole or any substantial part of the business of the Company.	Article 55
Without the prior approval of the shareholders’ meeting, the Company shall not enter into contract with any person other than a director, supervisor, manager or other officer of the Company whereby such person undertakes the management and administration of the whole or any substantial part of the business of the Company.

35 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 58

Shareholders’ general meetings are divided into annual general meeting and extraordinary general meeting. Shareholders’ general meetings shall be convened by the board of directors. Annual general meeting shall be held once every year and within six months after the financial year end.

Under any of the following circumstances, the board of directors shall convene an extraordinary general meeting within two months thereof:

(1) when the number of directors falls below the number required by the Company Law or two-thirds of the number required by the Articles of Association;

(2) when the losses of the Company which have not been made up amount to one-third of the total share capital of the Company;

(3) upon requisition of shareholders holding 10 per cent. or more of the issued shares carrying voting rights for the convening of an extraordinary general meeting;

(4) when the board of directors deems necessary of the supervisory committee proposes to convene the same. | Article 56

Shareholders’ general meetings are divided into annual general shareholders’ meeting and extraordinary general shareholders’ meeting. Shareholders’ general meetings shall be convened by the board of directors. Annual general shareholders’ meeting shall be held once every year and within six months after the financial year end.

Under any of the following circumstances, the board of directors shall convene an extraordinary meeting within two months thereof:

(1) when the number of directors falls below the number required by the Company Law or two-thirds of the number required by the Articles of Association;

(2) when the losses of the Company which have not been made up amount to one-third of the total share capital of the Company;

(3) upon requisition of shareholders holding, individually or collectively, 10 per cent. or more of the issued shares of the Company carrying voting rights for the convening of an extraordinary general meeting;

(4) when the board of directors deems necessary of the supervisory committee proposes to convene the same.;

(5) when the Audit Committee proposes to convene the same;

(6) other circumstances stipulated by laws, administrative regulations, departmental rules or the Articles of Association. |

36 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 59

The Company shall, 45 days before the date of the meeting, send notices of the shareholders’ general meeting as mentioned in Article 62 of the Articles of Association and inform all registered shareholders of the matters to be considered at the meeting and the date and venue of the meeting. Those shareholders who intend to attend the meeting shall send the written reply for attending the meeting to the Company 20 days before the date of the meeting. When convening a shareholders’ meeting, the convening time, venue and matters to be resolved shall be notified to each shareholder 20 days before the meeting; an extraordinary shareholders’ meeting shall be notified to each shareholder 15 days before the meeting. Shareholders’ meetings of the Company may be conducted through electronic communication means. |
| Article 60

In the case of annual general meeting, shareholders together holding 5 per cent. or more of the total number of shares carrying voting rights shall be entitled to propose new motions in writing to the Company and the Company shall include the same, which falls within the powers of the shareholders’ general meeting, into the agenda of such meeting. | Article 58

In the case of annual general meeting, shareholders together holding 5 per cent. or more of the total number of shares carrying voting rights shall be entitled to propose new motions in writing to the Company and Any shareholder(s), individually or collectively, holding 1 per cent. or more of the Company’s shares may put forward an extraordinary motion and submit the same in writing to the board of directors 10 days before the shareholders’ meeting. The Company shall include the same, which falls within the powers of the shareholders’ general meeting, into the agenda of such meeting. |

37 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 61

The Company shall convene the shareholders’ general meeting if the written replies received from the shareholders by the Company 20 days before the date of the meeting show that the number of shares carrying voting rights represented by the shareholders who intend to attend is more than one-half of the total number of shares with voting rights, failing which the Company shall, within 5 days, inform the shareholders again in the form of public notice the proposed matters for consideration at the meeting and the date and venue of the meeting. Shareholders’ general meetings may be convened after such notification has been published. | Article 59

Notice of shareholders’ general meetings shall satisfy the following requirements:

(1) it shall be in writing or in other manners as prescribed in the Articles of Association;

(2) it shall specify the place, date and time of the meeting;

(3) it shall state the nature of business to be transacted at the meeting; | Article 60

Notice of shareholders’ meetings shall satisfy the following requirements:

(1) it shall be in writing or in other manners as prescribed in the Articles of Association;

(2) it shall specify the place, date and time of the meeting;

(3) it shall state the nature of business to be transacted at the meeting; |

38 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(4) it shall provide such information and explanation as are necessary for the shareholders to make a judicious decision on the business to be transacted. Without limiting the generality of the foregoing, where a proposal is made to amalgamate the Company with another, to repurchase shares, to reorganize the share capital, or to restructure the Company in any other way, the terms of the proposed transaction must be provided in detail together with copies of the proposed agreement, if any, and the causes and effects must be properly explained;	(4) it shall provide such information and explanation as are necessary for the shareholders to make a judicious decision on the business to be transacted. Without limiting the generality of the foregoing, where a proposal is made to amalgamate the Company with another, to repurchase shares, to reorganize the share capital, or to restructure the Company in any other way, the terms of the proposed transaction must be provided in detail together with copies of the proposed agreement, if any, and the causes and effects must be properly explained;
(5) it shall contain a disclosure of the nature and extent, if any, of the material interests of any director, supervisor, manager, and other officer in the transaction proposed and the effect of the proposed transaction on them in their capacity as shareholders in so far as it is different from the effect on the interests of the other shareholders of the same class;	(5) it shall contain a disclosure of the nature and extent, if any, of the material interests of any director, supervisor, manager, and other officer in the transaction proposed and the effect of the proposed transaction on them in their capacity as shareholders in so far as it is different from the effect on the interests of the other shareholders of the same class;
(6) it shall contain the full text of any special resolution proposed to be passed at the meeting;	(6) it shall contain the full text of any special resolution proposed to be passed at the meeting;
(7) it shall contain conspicuously a statement that a shareholder entitled to attend and vote at the meeting shall be entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not be a shareholder; and	(7) it shall contain conspicuously a statement that a shareholder entitled to attend and vote at the meeting shall be entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not be a shareholder; and
(8) it shall specify the time and place for lodging proxy forms for the relevant meeting.	(8) it shall specify the time and place method for lodging proxy forms for the relevant meeting.

39 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 63

The notice of a shareholders’ general meeting shall be sent to shareholders, regardless of whether a shareholder is entitled to vote at the meeting, by hand or pre-paid post. The service address shall be the address on the register of shareholders. As for domestic shareholders, the notice of a shareholders’ general meeting may be given in the form of public notice.

Subject to no contravention of the laws, regulations and listing rules of the places where the Company is registered and listed, the Company shall issue or otherwise make available the aforementioned notices of shareholders’ general meeting to shareholders of overseas listed foreign shares by such other means as prescribed in Article 192 of the Articles of Association but needs not to issue or otherwise make available the same by the means as mentioned in the first paragraph of this Article. | Article 61

The notice of a shareholders’ general meeting shall be sent to shareholders, regardless of whether a shareholder is entitled to vote at the meeting, by hand or pre-paid post or other methods specified in Article 184 of the Articles of Association. The service address of recipient shall be the address on the register of shareholders. As for domestic shareholders, the notice of a shareholders’ general meeting may be given in the form of public notice.

The public notice referred to above shall be published 45 days to 50 days prior to the date of the meeting in a newspaper or several newspapers prescribed by the authorities of the State Council responsible for securities. Once published, all domestic shareholders shall be deemed to have received the relevant notice of the shareholders’ general meeting. Any notices, materials or written statements relating to shareholders’ meetings, once published through the website of the HKSE and the website of the Company, all shareholders shall be deemed to have received the relevant notices, materials or written statements relating to shareholders’ meetings.

Subject to no contravention of the laws, regulations and listing rules of the places where the Company is registered and listed, the Company shall issue or otherwise make available the aforementioned notices, materials or written statements of shareholders’ general meeting to shareholders of overseas listed foreign shares by such other means as prescribed in Article 184192 of the Articles of Association but needs not to issue or otherwise make available the same by the means as mentioned in the first paragraph of this Article. |

40 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 65

Any shareholder who is entitled to attend the shareholders’ general meeting and to vote thereat shall be entitled to appoint one or more persons (whether a shareholder) as his proxy to attend and vote on his behalf. Such proxy or proxies shall exercise the following rights pursuant to the appointment made by the appointing shareholder:

(1) the same right as the shareholder to speak at the shareholders’ general meeting;

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

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

Where a shareholder is a recognised clearing house (or its nominee(s)) as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), it may authorize such person or persons as it thinks fit to act as its representative(s) at any shareholders meeting of the Company or at any meeting of any class of Members provided that if more than one person is authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. Such authorised person shall be entitled to exercise the same rights and power on behalf of the recognised clearing house (or its nominee(s)) which he or they represent as if such person is an individual shareholder of the Company. | Article 63

(1) the same right as the shareholder to speak at the shareholders’ general meeting;

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

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

Where a shareholder is a recognised clearing house (or its nominee(s)) as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), it may authorize such person or persons as it thinks fit to act as its representative(s) at any shareholders’ meeting of the Company or at any meeting of any class of Members provided that if more than one person is authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. Such authorised person shall be entitled to exercise the same rights and power on behalf of the recognised clearing house (or its nominee(s)) which he or they represent as if such person is an individual shareholder of the Company.

Voting at shareholders’ meetings may be conducted through electronic communication means. |

41 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 67

If the appointer is a corporation, the legal representative or such person as is by the resolution of its board of directors or other governing body authorized to act as its representative may attend at the shareholders’ general meeting of the Company. | Article 65

The instrument appointing a proxy shall be deposited at the seat of the Company or such other place as is specified in the notice of meeting not less than 24 hours before the time appointed for the meeting at which the person named in the instrument proposes to vote or, 24 hours before the time appointed for taking of the poll, or provided to the Company through alternative means (such as electronic means), provided that the laws, regulations and listing rules of the Company’s place of registration and the place where its shares are listed are not violated. Where such instrument is signed by a person under a power of attorney or other authority on behalf of the appointer, that power of attorney or other authority shall be notarized. A notarially certified copy of that power of attorney or other authority together with the instrument appointing a proxy shall be deposited at the seat of the Company or such other place as is specified in the notice of the meeting, or provided to the Company through alternative means (such as electronic means), provided that the laws, regulations and listing rules of the Company’s place of registration and the place where its shares are listed are not violated.

42 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 72

For the purpose of voting at the shareholders’ general meeting, a shareholder (including proxy) shall exercise voting rights in accordance with the number of shares carrying voting rights represented by him. Each share shall have one vote.

Where the Company has actual knowledge that any shareholder is, under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (including the appendices thereto, any listing agreement or other contractual arrangement entered into with any party pursuant thereto, and rulings of The Stock Exchange of Hong Kong Limited made in pursuance thereof) required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted. | Article 70

Where the Company has actual knowledge that any shareholder is, under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited the HKSE (including the appendices thereto, any listing agreement or other contractual arrangement entered into with any party pursuant thereto, and rulings of The Stock Exchange of Hong Kong Limited the HKSE made in pursuance thereof) required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted. |

43 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 73

At any shareholders’ general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is taken as may from time to time be expressly required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or unless a poll is (before or after any vote by the show of hands) demanded:

(1) by the chairman of the meeting;

(2) by at least two shareholders present in person by proxy for the time being entitled to vote at the meeting;

(3) by any shareholder or shareholders (including proxy) holding individually or holding an aggregate of 10 per cent. or more of the shares carrying the right to vote at the meeting.

Unless a poll is so required or duly demanded, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried or lost and an entry to that effect in the minutes book shall be the conclusive evidence of the fact without any proof of the number or proportion of the votes recorded in favour of or against the resolution.

A demand for a poll may be withdrawn by the person making such demand. | Article 71

At any shareholders’ general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is taken as may from time to time be expressly required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited the HKSE or unless a poll is (before or after any vote by the show of hands) demanded:

(1) by the chairman of the meeting;

(2) by at least two shareholders present in person by proxy for the time being entitled to vote at the meeting;

(3) by any shareholder or shareholders (including proxy) holding individually or holding an aggregate of 10 per cent. or more of the shares carrying the right to vote at the meeting.

A demand for a poll may be withdrawn by the person making such demand. |

44 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 77
The following matters shall require sanction of an ordinary resolution at a shareholders’ general meeting:

(1) the working reports of the board of directors and the supervisory committee;

(2) plan for distribution of profits and plans for making up losses prepared by the board of directors;

(3) the appointment and removal of the members of the board of directors and the supervisory committee and their remunerations and method of payment;

(4) annual financial budgets and statements of final accounts, balance sheets, profit statements and other financial statements of the Company;

(5) matters not otherwise required by the laws, administrative regulations or the Articles of Association to be passed by special resolutions. | Article 75
The following matters shall require sanction of an ordinary resolution at a shareholders’ general meeting:

(1) the working reports of the board of directors and the supervisory committee;

(2) plan for distribution of profits and plans for making up losses prepared by the board of directors;

(3) the appointment and removal dismissal of the members of the board of directors and the supervisory committee and their remunerations and method of payment;

(4) annual financial budgets and statements of final accounts, balance sheets, profit statements and other financial statements of the Company;

(5) matters not otherwise required by the laws, administrative regulations or the Articles of Association to be passed by special resolutions. |

– 45 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 78
The following matters shall require the sanction of a special resolution at shareholders’ general meetings:

(1) the increase in and reduction of the share capital of the Company, and the issue of any class of shares, warrants or other similar securities;

(2) the issue of bonds of the Company;

(3) the demerger, amalgamation, dissolution and liquidation of the Company and major acquisitions and disposals;

(4) amendments to the Articles of Association;

(5) other matters which have been adopted by ordinary resolutions at the shareholders’ general meeting, and which are considered to have significant effect on the Company shall be adopted by special resolutions. | Article 76
The following matters shall require the sanction of a special resolution at shareholders’ meetings:

(1) the increase in and reduction of the share capital of the Company, and the issue of any class of shares, warrants or other similar securities;

(2) the issue of bonds of the Company;

(3) the demerger, amalgamation, dissolution and liquidation of the Company and major acquisitions and disposals or change of corporate form;

(4) the Company’s purchase or sale of material assets or provision of guarantee within 1 year in an amount exceeding 30 per cent. of the Company’s most recent audited total assets;

(5) amendments to the Articles of Association;

(6) alteration or abrogation of the rights of a class of shareholders;

(7) other matters which, as required under laws, administrative regulations or the Articles of Association, have been adopted by ordinary resolutions at the shareholders’ general meeting, and which are considered to have significant effect on the Company shall be adopted by special resolutions. |

46 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 80

The procedures for convening an extraordinary general meeting or a class meeting of the shareholders on requisition of the shareholders shall be as follow:

(1) Two or more shareholders who hold an aggregate of 10 per cent. or more of the shares carrying voting right at such meeting may sign one or several written requisition in the same form requesting the board of directors to convene an extraordinary general meeting or class meeting of the shareholders, specifying the objects of the meeting. Upon receipt of the said written requisition, the board of directors shall convene an extraordinary general meeting or a class meeting of shareholders as soon as possible. The number of the shares held as aforesaid shall be calculated based on those shares held by the shareholder(s) as at the date of the written requisition.

(2) Where the board of director fails to give notice to convene the meeting within 30 days upon the receipt of the said written requisition, the requisitionists may themselves convene a meeting within four months upon the receipt of the said requisition by the board of directors. A meeting convened by the requisitionists shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by the board of directors.

Any reasonable expenses incurred by the requisitionists by reason of the failure of the board of directors duly to convene a meeting shall be repaid to the requisitionists by the Company, and any sum as repaid shall be retained from the Company by way of fees or other remuneration in respect of their services to such of the directors as were in default. | Article 78

The procedures for convening an extraordinary general meeting or a class meeting of the shareholders on requisition of the shareholders shall be as follow:

(1) Two or more shareholders who hold an aggregate of 10 per cent. or more of shares carrying voting right at such meeting may sign one or several written requisition in the same form requesting the board of directors to convene an extraordinary shareholders’ general meeting or class meeting of the shareholders, specifying the objects of the meeting. Upon receipt of the said written requisition, the board of directors shall convene an extraordinary shareholders’ general meeting or a class meeting of shareholders as soon as possible. The number of the shares held as aforesaid shall be calculated based on those shares held by the shareholder(s) as at the date of the written requisition.

– 47 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 81
A shareholders’ general meeting shall be convened and presided by the chairman of the board of directors. Where the chairman of the board of directors is unable to attend for any reason, such meeting shall be convened and presided by the deputy chairman of the board of directors. Where the chairman and deputy chairman of the board of directors are unable to attend, the board of directors shall choose a director to convene and preside such meeting. Where no chairman has been designated, the shareholders present may elect one of their number to act as the chairman. If for any reason no chairman is elected by the shareholders, the shareholder (or proxy) holding the highest number of shares carrying the right to vote shall preside the meeting.	Article 79
A shareholders’-general meeting shall be convened and presided by the chairman of the board of directors and presided by the chairman of the board of directors. Where the chairman of the board of directors is unable to attend for any reason, such meeting shall be convened and presided by the deputy chairman of the board of directors. Where the chairman and deputy chairman of the board of directors are unable to attend, the chairman of the board of directors shall choose a director to convene and preside such meeting. Where no chairman has been designated by the chairman of the board of directors, the a majority of shareholders present may elect one of their number to act as the chairman. If for any reason no chairman is elected by the shareholders, the shareholder (or proxy) holding the highest number of shares carrying the right to vote shall preside the meeting.
Article 82
The chairman of the meeting shall be responsible for determining whether a resolution of the shareholders’ general meeting is passed or not and his decision shall be final and conclusive and the same shall be announced at such meeting and recorded in the minutes book.	Article 80
The convening of and voting at the shareholders’ meeting can be conducted through the means of on-site physical meeting, electronic communication, or a hybrid of the former two. The chairman of the meeting shall be responsible for determining whether a resolution of the shareholders’ general meeting is passed or not and his decision shall be final and conclusive and the same shall be announced at such meeting and recorded in the minutes book.

48 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 89

The class shareholders so affected whether or not otherwise have voting rights at a shareholders’ general meeting, shall be entitled to vote at the class meeting involving matters provided in paragraphs (2) to (8) and (11) to (12) of Article 88, provided that any interested shareholders shall not be entitled to vote at that class meeting.

The meaning of an interested shareholder as referred to in the preceding paragraph shall be as follows:

(1) Where the Company has made a repurchase offer to all shareholders in the same proportion in accordance with the provisions of Article 30 of the Articles of Association or repurchases its shares on a stock exchange through open transactions, “interested shareholder” shall mean the controlling shareholder as defined in Article 54 of the Articles of Association;

(2) Where the Company repurchases its shares by way of an agreement otherwise than on a stock exchange in accordance with the provisions of Article 30 of the Articles of Association, “interested shareholder” shall mean the shareholder to which the agreement relates;

(3) In the case of a restructuring of the Company, “interested shareholder” shall mean a shareholder who undertakes obligations by a lower proportion than that of other shareholders of the same class, or a shareholder who holds interests different from those held by other shareholders of the same class. | Article 87

The class shareholders so affected whether or not otherwise have voting rights at a shareholders’ meeting, shall be entitled to vote at the class meeting involving matters provided in paragraphs (2) to (8) and (11) to (12) of Article 886, provided that any interested shareholders shall not be entitled to vote at that class meeting.

The meaning of an interested shareholder as referred to in the preceding paragraph shall be as follows:

(1) Where the Company has made a repurchase offer to all shareholders in the same proportion in accordance with the provisions of Article 3028 of the Articles of Association or repurchases its shares on a stock exchange through open transactions, “interested shareholder” shall mean the controlling shareholder as defined in Article 542 of the Articles of Association;

(2) Where the Company repurchases its shares by way of an agreement otherwise than on a stock exchange in accordance with the provisions of Article 3028 of the Articles of Association, “interested shareholder” shall mean the shareholder to which the agreement relates;

– 49 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Where the Company has actual knowledge that any class shareholder is, under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (including the appendices thereto, any listing agreement or other contractual arrangement entered into with any party pursuant thereto, and rulings of The Stock Exchange of Hong Kong Limited made in pursuance thereof) required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such class shareholder in contravention of such requirement or restriction shall not be counted.	Where the Company has actual knowledge that any class shareholder is, under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited the HKSE (including the appendices thereto, any listing agreement or other contractual arrangement entered into with any party pursuant thereto, and rulings of The Stock Exchange of Hong Kong Limited the HKSE made in pursuance thereof) required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such class shareholder in contravention of such requirement or restriction shall not be counted.
Article 91

Current version

Revised version

Where the Company has actual knowledge that any class shareholder is, under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (including the appendices thereto, any listing agreement or other contractual arrangement entered into with any party pursuant thereto, and rulings of The Stock Exchange of Hong Kong Limited made in pursuance thereof) required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such class shareholder in contravention of such requirement or restriction shall not be counted.

Where the Company has actual knowledge that any class shareholder is, under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited the HKSE (including the appendices thereto, any listing agreement or other contractual arrangement entered into with any party pursuant thereto, and rulings of The Stock Exchange of Hong Kong Limited the HKSE made in pursuance thereof) required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such class shareholder in contravention of such requirement or restriction shall not be counted.

Article 91

The Company shall, 45 days before the date of class meeting of shareholders, send written notice of the class meeting and inform all registered shareholders of that class of the matters to be considered at the class meeting and the date and venue of the class meeting. Those shareholders of the class who intend to attend shall send the written reply to the Company 20 days before the class meeting.

Where the number of class shares held by those shareholders who intend to attend and who have the right to vote is more than one-half of the total number of shares of that class with the voting rights, the Company shall convene that class meeting, failing which the Company shall, within 5 days, inform the shareholders of the class again in the form of public notice the proposed matters for consideration at the class meeting and the date and venue of the class meeting. Class meeting be convened after such notification. | Article 89

The Company shall, 1545 days before the date of class meeting of shareholders, send written notice of the class meeting and inform all registered shareholders of that class of the matters to be considered at the class meeting and the date and venue of the class meeting. Those shareholders of the class who intend to attend shall send the written reply to the Company 20 days before the class meeting.

50 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 93

In addition to holders of other classes of shares, domestic shareholders and shareholders of overseas listed foreign shares shall be deemed to be different classes of shareholders.

The special procedures for voting of class shareholders shall not apply to the following circumstances:

(1) Where, upon approval by a special resolution passed at a shareholders general meeting, the Company issues domestic shares and overseas listed foreign shares either separately or concurrently once every twelve months, and the total amount of the domestic shares and overseas listed foreign shares so issued do not exceed 20 per cent. of their total issued amount respectively;

(2) Where the Company plans to issue domestic shares and overseas listed foreign shares on establishment, to be implemented within fifteen months from the date of approval by the State Council Securities Commission. | deleted |
| Article 94

There shall be a board of directors comprising 11 members. The board of directors shall have one chairman and one or two deputy chairmen and one or more executive directors. Executive directors shall manage the affairs authorized by the board of directors.

The board of directors shall include one employee director, who shall be elected through an employees’ congress, employees’ meeting or other forms of democratic election. The employee director shall serve a term of three years and shall be eligible for re-election upon expiration of the term. | Article 91

51 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 95

Directors shall be elected at the shareholders’ general meeting for a term of three years. Upon the expiry of the term, a director shall be eligible for re-election.

Written notice of the intention to nominate a candidate for election as a director and the written notice by such candidate of his willingness to accept the nomination shall be sent to the Company at least 7 days before the date of the shareholders’ general meeting.

The period for lodgment of the notices referred to in the preceding paragraph will commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than 7 days prior to the date of such meeting.

Candidates for directors (executive directors and non-executive directors) of the first board of directors shall be nominated by the promoter and elected at the founding meeting for the establishment of the Company. The number of directors elected shall be not less than the number specified in Article 94 and not more than the maximum number of directors fixed by the ordinary resolution passed at the shareholders’ general meeting. If the number of directors voted for is more than the maximum number of directors prescribed, directors who obtained the highest number of votes with reference to the maximum number of directors so fixed shall be elected as directors.

Subject to the relevant laws and administrative regulations, the shareholders’ general meeting may by an ordinary resolution remove a director before the expiration of his term of office but without prejudice to any claim for damages under any contract. | Article 92

Directors (excluding employee directors) shall be elected at the shareholders’ general meeting for a term of three years. Upon the expiry of the term, a director shall be eligible for re-election.

Candidates for directors (executive directors and non-executive directors) of the first board of directors shall be nominated by the promoter and elected at the founding meeting for the establishment of the Company. The number of directors elected shall be not less than the number specified in Article 941 and not more than the maximum number of directors fixed by the ordinary resolution passed at the shareholders’ general meeting. If the number of directors voted for is more than the maximum number of directors prescribed, directors who obtained the highest number of votes with reference to the maximum number of directors so fixed shall be elected as directors.

Subject to the relevant laws and administrative regulations, the shareholders’ general meeting may by an ordinary resolution remove dismiss a director before the expiration of his term of office but without prejudice to any claim for damages under any contract. |

– 52 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
The chairman, deputy chairman (nominated by the chairman) and executive director (nominated by the chairman) shall be elected and removed by a simple majority of the directors. The term of office for the chairman, deputy chairman and executive director shall be three years and they shall be eligible for re-election.	The chairman, deputy chairman (nominated by the chairman) and executive director (nominated by the chairman) shall be elected and removed by a simple majority of the directors. The term of office for the chairman, deputy chairman and executive director shall be three years and they shall be eligible for re-election.
A director may assume the office of any other officer of the Company.	A director may assume the office of any other officer of the Company.
A directors shall not be required to hold any shares of the Company.	A directors shall not be required to hold any shares of the Company.
Article 96
The board of directors shall be responsible to the shareholders’ general meeting and shall have the following powers and duties:

(1) to be responsible for convening shareholders’ general meeting and to report on its work to the shareholders’ general meeting;

(2) to implement resolutions of the shareholders’ general meeting;

(3) to determine the business plans and investment proposals of the Company;

(4) to prepare the annual financial budgets and final accounts of the Company;

(5) to prepare plans for profit distribution and plans for making up losses for the Company; | Article 93
The board of directors shall be responsible to the shareholders’ general meeting and shall have the following powers and duties:

(1) to be responsible for convening shareholders’ general meeting and to report on its work to the shareholders’ general meeting;

(2) to implement resolutions of the shareholders’ general meeting;

(3) to determine the business plans and investment proposals of the Company;

(4) to prepare the annual financial budgets and final accounts of the Company;

(5) to prepare plans for profit distribution and plans for making up losses for the Company; |

– 53 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(6) to formulate the Company’s borrowing and financial policies, proposals for the increase in and reduction of registered capital and the issue of bonds of the Company;	(6) to formulate the Company’s borrowing and financial policies, proposals for the increase in and reduction of registered capital and the issue of bonds or other securities of the Company and the listing thereof;
(7) to formulate proposals for major acquisitions and disposals for the merger, demerger and termination of the Company and to decide on the charging, letting and transfer of the major assets of the Company;	(7) to formulate proposals for major acquisitions and disposals for the merger, demerger and termination of the Company and change of corporate form and to decide on the charging, letting and transfer of the major assets of the Company;
(8) to decide on the internal management structure of the Company;	(8) to decide on the internal management structure of the Company;
(9) to employ or dismiss the manager and to engage or dismiss the assistant manager, officer in charge of financial matters on the basis of nominations from the manager and to determine their remuneration;	(9) to employ or dismiss the manager and to engage or dismiss the assistant manager, officer in charge of financial matters on the basis of nominations from the manager and to determine their remuneration;
(10) to set up the basic management systems of the Company, including the financial management and personnel management systems;	(10) to set up the basic management systems of the Company, including the financial management and personnel management systems;
(11) to formulate proposals for amendments of the Articles of Association;	(11) to formulate proposals for amendments of the Articles of Association;
(12) to file a petition for the insolvency of the Company;	(12) to file a petition for the insolvency of the Company;

– 54 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(13) to appoint operating and legal advisers of the Company;	(13) to appoint operating and legal advisers of the Company;
(14) to decide on the level of wages and salary and welfare and award schemes;	(14) to decide on the level of wages and salary and welfare and award schemes;
(15) to decide on other major issues and administrative matters of the Company other than those required by the Company Law and the Articles of Association to be resolved at the shareholders’ general meetings and to execute other major agreements;	(15) to decide on other major issues and administrative matters of the Company other than those required by the Company Law and the Articles of Association to be resolved at the shareholders’ general meetings and to execute other major agreements;
(16) other powers conferred by the shareholders’ general meeting and the Articles of Association.	(16) other powers conferred by laws, administrative regulations, the shareholders’ general meeting and the Articles of Association.
Except directors’ resolutions in respect of the matters specified in items (6), (7) or (11) above which shall be passed by more than two-thirds or more of the directors, directors’ resolutions in respect of all other matters above may be passed by more than one half of the directors.	Except directors’ resolutions in respect of the matters specified in items (6), (7) or (11) above which shall be passed by more than two-thirds or more of the directors, directors’ resolutions in respect of all other matters above may be passed by more than one half of the directors.

55 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 99

Meeting of the board of directors shall be held at least twice every year and shall be convened by the chairman. The notice for such meeting shall be given to all directors 7 days in advance. In case of emergency, interim meeting of the board of directors may be convened at the request of more than one-third of the directors or the manager of the Company.

Meeting of the board of directors shall in principle be held at the seat of the Company. However, it may be held at other place in or outside the PRC if the board of directors so resolved.

The language used at the meeting of the board of directors shall be Chinese. Where necessary, interpreters may also attend the meeting to provide simultaneous interpretation service between Chinese and English languages. | Article 96

Meeting of the board of directors shall be held at least twice four times every year and shall be convened by the chairman. The notice for such meeting shall be given to all directors 714 days in advance. In case of emergency, interim meeting of the board of directors may be proposed to convened at the request of shareholders holding 10 per cent. or more of the voting rights, more than one-third of the directors or the manager of the Company. Reasonable notice shall be given before an interim board meeting, but shall not be subject to the restrictions on meeting notices under Article 97.

Meeting of the board of directors shall in principle be held at the seat of the Company and/or with the aid of similar electronic communication equipment. However, it may be held at other place in or outside the PRC if the board of directors so resolved.

56 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 100
Notice of the meeting of the board of directors shall be served in the following manner:

(1) Where the time and place of regular meeting of the board of directors have been fixed by the board of directors in advance, no notice shall be served.

(2) Where the time and place of the meeting of the board of directors have not been fixed by the board of directors in advance, notice of the meeting of the board of directors specifying the time and place of the meeting shall be given by the Chairman to the directors by telex, cable, facsimile, express courier service, registered mail or by hand at least 7 days (but not more than 30 days) before the meeting.

(3) The notice shall be in Chinese and, if necessary, an English version of the same shall be enclosed therein and the notice shall include agenda of the meeting. Any director may waive the right to receive notice of the meeting of the board of directors. | Article 97
Notice of the meeting of the board of directors shall be served in the following manner:

(1) Where the time and place of regular meeting of the board of directors have been fixed by the board of directors in advance, no notice shall be served.

(2) Where the time and place of the meeting of the board of directors have not been fixed by the board of directors in advance, notice of the meeting of the board of directors specifying the time and place of the meeting shall be given by the Chairman to the directors by telex, cable, facsimile, express courier service, registered mail or by hand or by other electronic means at least 7 days (but not more than 30 days) before the meeting.

57 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 101
A director shall be deemed to have received the notice of meeting if he is present at the meeting and does not raise the issue of the non-receipt of such notice prior to or at the time of this arrival at the meeting.

The regular meeting or interim meeting of the board of directors may be held by conference telephone or similar communication equipment. So long as all the directors participating at the meeting can clearly hear and communicate with each other, all such directors present shall be deemed to be present in person at the meeting. | Article 98
A director shall be deemed to have received the notice of meeting if he is present at the meeting and does not raise the issue of the non-receipt of such notice prior to or at the time of this arrival at the meeting.

The regular meeting or interim meeting of the board of directors may be held by conference telephone or similar electronic communication equipment. So long as all the directors participating at the meeting can clearly hear and communicate with each other, all such directors present shall be deemed to be present in person at the meeting. |
| Article 102
The quorum of the meeting of the board of directors shall be more than one-half of the directors (including those directors who have been appointed in writing by other directors to attend the meeting on their behalf under Article 103 of the Articles of Association). Each director shall have one vote. Resolutions of the meeting of the board of directors shall be passed by a simple majority of all the directors. In case of an equality of votes, the chairman shall have a second vote. | Article 99
The quorum of the meeting of the board of directors shall be more than one-half of the directors (including those directors who have been appointed in writing by other directors to attend the meeting on their behalf under Article 103100 of the Articles of Association). Each director shall have one vote. Resolutions of the meeting of the board of directors shall be passed by a simple majority of all the directors. In case of an equality of votes, the chairman shall have a second vote. |
| Article 104
The board of directors may accept resolutions in writing in lieu of convening a meeting of the board of directors. However, the draft of such resolutions shall be sent to every director by hand or by post, telex or facsimile. A resolution shall be a director’s resolution without convening a meeting of the board of directors if it has been sent to all directors by the board of directors and approved and signed by the requisite number of directors to pass the resolution and sent back to the Secretary by one of the aforesaid means. | Article 101
The board of directors may accept resolutions in writing in lieu of convening a meeting of the board of directors. However, the draft of such resolutions shall be sent to every director by hand or by post, telex, facsimile or other electronic means. A resolution shall be a director’s resolution without convening a meeting of the board of directors if it has been sent to all directors by the board of directors and approved and signed by the requisite number of directors to pass the resolution and sent back to the Secretary by one of the aforesaid means. |

– 58 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
	Article 103
The board of directors shall establish a nomination committee, a remuneration committee and an audit committee (also referred to as audit committee), and may set up other special committees according to actual work needs. The special committees of the board of directors are special working bodies of the board of directors, and shall be composed of directors, provide consultation and recommendations for the board of directors’ decision-making and be accountable to the board of directors. The special committees of the board of directors are responsible for formulating their own working rules, which specify the composition, responsibilities, working methods, deliberation procedures, etc. and shall be implemented after approval by the board of directors.
	Article 104
Among the nomination committee, remuneration committee and audit committee, independent non-executive directors shall constitute the majority. The chairman of the nomination committee shall be the chairman of the board of directors, while the remuneration committee and audit committee shall, in principle, be composed of independent non-executive directors, employee directors who meet the professional requirements of the audit committee may serve as members of such committee.

59 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
	Article 105
The Company does not have a supervisory committee or supervisors. The functions and powers of the supervisory committee as stipulated in the Company Law shall be exercised by the audit committee of the board of directors, internal audit and other bodies. The specific deliberation methods and voting procedures of the audit committee shall be governed by the Terms of Reference of the Audit Committee.
Chapter 13 Supervisory Committee	deleted
Chapter 14 Qualifications and Obligations of the Directors, Supervisors, Managers and other Officers of the Company	Chapter 143 Qualifications and Obligations of the Directors, Supervisors, Managers and other Officers of the Company

60 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 125
A person shall be disqualified from being a director, supervisor, manager or other officer of the Company in any one of the following circumstances:

(1) the individual has no civil capacity or restricted civil capacity;

(2) a period of less than 5 years has elapsed since the conviction of corruption, bribery, unauthorized appropriation of properties, embezzlement of properties or disrupting social and economic order; or a period of less than 5 years has elapsed since being deprived of political rights for commission of offences;

(3) a period of less than 3 years has elapsed since the completion of the liquidation of any company or enterprise which was insolvent due to unsound business operation and management and where the person acted as a director or factory manager, manager of such company or enterprise and was personally liable for such insolvency;

(4) a period of not less than 3 years has elapsed since revocation of the business licence of a company or enterprise due to illegal business operations where the person was the legal representative of such company or enterprise and for which he was personally liable;

(5) the person is personally liable for a substantial loan which was due for payment but remains unpaid; | Article 116
A person shall be disqualified from being a director, supervisor, manager or other officer of the Company in any one of the following circumstances:

(1) the individual has no civil capacity or restricted civil capacity;

(4) a period of not less than 3 years has elapsed since revocation of the business licence of a company or enterprise and the issuance of suspension order due to illegal business operations where the person was the legal representative of such company or enterprise and for which he was personally liable; |

– 61 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(6) the person has been involved in criminal offences subject to investigation by judicial authorities and the case has yet to be settled;	(5) the person is personally liable for a substantial loan which was due for payment but remains unpaid and has been listed as a dishonest person subject to enforcement by the People’s Court;
(7) the person is not eligible for acting in the leadership of a company or enterprise according to the laws or administrative regulations;	(6) the person has been involved in criminal offences subject to investigation by judicial authorities and the case has yet to be settled;
(8) the person is not a natural person; and	(7) the person is not eligible for acting in the leadership of a company or enterprise according to the laws or administrative regulations;
(9) a period of less than 5 years has elapsed since the person was adjudged by the relevant governing authority to be guilty of contravention of provisions of securities regulations involving fraud or dishonesty.	(8) the person is not a natural person; and
	(9) a period of less than 5 years has elapsed since the person was adjudged by the relevant governing authority to be guilty of contravention of provisions of securities regulations involving fraud or dishonesty.

62 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 127

In addition to the obligations imposed by the laws and administrative regulations or required by the listing rules of the stock exchange on which the shares of the Company are listed, a director, supervisor, manager or other officer owes a duty to each shareholder for the following in the exercise of the powers entrusted to him:

(1) not to cause the Company to exceed the scope of business stipulated in its business licence;

(2) to act honestly in what he considers to be in the best interests of the Company;

(3) not to expropriate in any guise the properties of the Company, including but not limited to usurp the opportunities beneficial to the Company;

(4) not to expropriate the individual rights of shareholders including but not limited to rights of distribution and voting rights save and except pursuant to a restructuring of the Company submitted for approval of the shareholders in general meeting in accordance with these Articles of Association. | Article 118

In addition to the obligations imposed by the laws and administrative regulations or required by the listing rules of the stock exchange on which the shares of the Company are listed, a director, supervisor, manager or other officer owes a duty to each shareholder for the following in the exercise of the powers entrusted to him:

(1) not to cause the Company to exceed the scope of business stipulated in its business licence;

(2) to act honestly in what he considers to be in the best interests of the Company;

(3) not to expropriate in any guise the properties of the Company, including but not limited to usurp the opportunities beneficial to the Company;

(4) not to expropriate the individual rights of shareholders including but not limited to rights of distribution and voting rights save and except pursuant to a restructuring of the Company submitted for approval of the shareholders in general shareholders’ meeting in accordance with these Articles of Association. |
| Article 128

A director, supervisor, manager or other officer of the Company, owes a duty, in the exercise of his powers and discharge of his duties, to exercise the care, diligence and skill that a reasonable prudent person would be expected to exercise in comparable circumstances. | Article 119

63 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 129

A director, supervisor, manager or officer owes a duty, in the exercise of powers of the Company entrusted to him, to observe obligations of a fiduciary not to place himself in a position where his interest and the obligations undertaken may conflict. This principle shall include but not limited to the following obligations:

(1) to act honestly in what he considers to be in the best interests of the Company;

(2) to exercise the powers vested in him and not to exceed the scope thereof;

(3) to exercise the discretionary power granted to him personally and not allow himself to act under the direction of another and unless and to the extent permitted by the laws and administrative regulations or informed consent of shareholders in general meeting, not to delegate the exercise of his discretion;

(4) to treat the shareholders of the same class equally and treat the shareholders of different classes fairly;

(5) Except in accordance with these Articles or with the informed consent of shareholders in general meeting, not to enter into any contract, transaction or arrangement with the Company;

(6) without the informed consent of shareholders in general meeting not to use the Company’s property for his own benefit; | Article 120

(1) to act honestly in what he considers to be in the best interests of the Company;

(2) to exercise the powers vested in him and not to exceed the scope thereof;

(3) to exercise the discretionary power granted to him personally and not allow himself to act under the direction of another and unless and to the extent permitted by the laws and administrative regulations or informed consent of shareholders’ in general meeting, not to delegate the exercise of his discretion;

(4) to treat the shareholders of the same class equally and treat the shareholders of different classes fairly;

(5) except in accordance with these Articles of Association or with the informed consent of shareholders’ in general meeting, not to enter into any contract, transaction or arrangement with the Company;

(6) without the informed consent of shareholders’ in general meeting, not to use the Company’s property for his own benefit; |

– 64 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(7) not to use his authority for obtaining bribes or other illegal income and not to expropriate in any guise the property of the Company including but without limitation, not to usurp opportunities beneficial to the Company;	(7) not to use his authority for obtaining bribes or other illegal income and not to expropriate in any guise the property of the Company including but without limitation, not to usurp opportunities beneficial to the Company;
(8) without the informed consent of the shareholders’ general meeting, not to accept commissions in connection with the Company’s transaction;	(8) without the informed consent of the shareholders’ general meeting, not to accept commissions in connection with the Company’s transaction;
(9) to observe the Articles of Association; to perform the duties faithfully; to protect the interests of the Company; not to use his position and authority in the Company to make his own benefit;	(9) to observe the Articles of Association; to perform the duties faithfully; to protect the interests of the Company; not to use his position and authority in the Company to make his own benefit;
(10) without the informed consent of the shareholders’ general meeting not to compete in any way with the Company;	(10) without the informed consent of the shareholders’ general meeting, not to compete in any way with the Company;
(11) shall not embezzle the funds of the Company or make loans to the others out of the funds of the Company; shall not deposit the assets of the Company into accounts under his name or any other name; shall not use assets of the Company as security for loans to shareholders of the Company or any other person;	(11) shall not embezzle the funds of the Company or make loans to the others out of the funds of the Company; shall not deposit the assets of the Company into accounts under his name or any other name; shall not use assets of the Company as security for loans to shareholders of the Company or any other person;

65 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(12) not to disclose confidential information of the Company acquired by him during the term of office without the informed consent of the shareholders’ general meeting; not to use the information other than in furtherance of the interests of the Company; save and except that disclosure of such information to the court of law or other government authorities is permitted if:	(12) not to disclose confidential information of the Company acquired by him during the term of office without the informed consent of the shareholders’ general meeting; not to use the information other than in furtherance of the interests of the Company; save and except that disclosure of such information to the court of law or other government authorities is permitted if:
1. disclosure is required by the laws;	1. disclosure is required by the laws;
2. there is a duty to the public to disclose;	2. there is a duty to the public to disclose;
3. it is in the personal interests of such director, supervisor, manager or other officer to require disclosure.	3. it is in the personal interests of such director, supervisor, manager or other officer to require disclosure.

66 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 130

A director, supervisor, manager and other officer of the Company shall not cause any of the following person or association (the “associates”) to do such things as such director, supervisor, manager or other officer is prohibited from doing so:

(1) the spouse or minor child of that director, supervisor, manager or other officer of the Company;

(2) the trustee of that director, supervisor, manager or other officer of the Company or any person referred to in paragraph (1) of this article;

(3) the partner of that director, supervisor, manager or other officer of the Company or any person referred to in paragraphs (1) and (2) of this article;

(4) a company in which that director, supervisor, manager or other officer of the Company alone or jointly with one or more of the persons referred to in paragraphs (1), (2) and (3) of this article or other directors, supervisors, managers or other officers of the Company, has a de facto controlling interest;

(5) a director, supervisor, manager or other officer of a company being controlled as referred to in paragraph (4) of this article. | Article 121

(1) the spouse or minor child of that director, supervisor, manager or other officer of the Company;

(2) the trustee of that director, supervisor, manager or other officer of the Company or any person referred to in paragraph (1) of this article;

(3) the partner of that director, supervisor, manager or other officer of the Company, manager or other officer of the Company, has a de facto controlling interest;

(5) a director, supervisor, manager or other officer of a company being controlled as referred to in paragraph (4) of this article. |

– 67 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 131

The fiduciary duty of a director, supervisor, manager or other officer of the Company does not necessarily cease upon the termination of his tenure of office. The obligation of confidence in relation to the trade secrets of the Company shall survive after the termination of his tenure. Other obligations may continue for such period as to be determined under the principle of fairness, depending on the time lapse between the acts concerned and the termination and the circumstances and the conditions under which the relationship with the Company terminated. | Article 122

Except as provided in Article 53 of these Articles, a director, supervisor, manager or other officer of the Company may be relieved of liability for specific breaches of his duty by the informed consent of the shareholder in general meeting. | Article 123

Except as provided in Article 5153 of these Articles of Association, a director, supervisor, manager or other officer of the Company may be relieved of liability for specific breaches of his duty by the informed consent of the shareholders’ in general meeting. |

68 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 133

Where a director, supervisor, manager or other officer of the Company is in any way, directly or indirectly, materially interested in a contract, transaction or arrangement or proposed contracts transaction or arrangement with the Company (other than a contract of service of that director, supervisor, manager and other officer with the Company) shall declare the nature and extent of his interests to the board of directors at the earliest opportunity whether or not the contract, transaction, arrangement or proposal therefor is otherwise subject to the approval of the directors in normal circumstances.

Unless the interested director, supervisor, manager or other officer of the Company has disclosed his interest to the board of directors in accordance with the preceding paragraph and the contract, transaction or arrangement has been approved by the board of directors at a meeting in which the interested director is not counted in the quorum and has refrained from voting, a contract, transaction or arrangement in which the director, supervisor, manager or other officer is materially interested is voidable at the instance of the Company except as against a bona fide party acting without notice of the breach of duty by such director, supervisor, manager or officer concerned.

A director, supervisor, manager or officer of the Company is deemed to be interested in a contract, transaction or arrangement, in which the associates of such director, supervisor, manager or officer is interested. | Article 124

69 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
A director shall not vote (nor be counted in the quorum) on any resolution of the board of directors approving any contract, arrangement or proposal in which he or any of his associates (for the purpose of this paragraph (together with its sub-paragraphs) and the subsequent paragraphs of this Article, the term “associate(s)” shall have the same meaning as the term “associate(s)” as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited), to the knowledge of such director has a material interest, and if he shall do so his vote shall not be counted and he shall not be counted in the quorum on such resolution of the board of directors, but this prohibition shall not apply to any of the following matters namely:	A director shall not vote (nor be counted in the quorum) on any resolution of the board of directors approving any contract, arrangement or proposal in which he or any of his associates (for the purpose of this paragraph (together with its sub-paragraphs) and the subsequent paragraphs of this Article, the term “associate(s)” shall have the same meaning as the term “associate(s)” as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited the HKSE), to the knowledge of such director has a material interest, and if he shall do so his vote shall not be counted and he shall not be counted in the quorum on such resolution of the board of directors, but this prohibition shall not apply to any of the following matters namely:
(i) any contract or arrangement for the giving by the Company of any security or indemnity to the director or his associate(s) in respect of money lent or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;	(i) any contract or arrangement for the giving by the Company of any security or indemnity to the director or his associate(s) in respect of money lent or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;
(ii) any contract or arrangement for the giving by the Company of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the director or his associate(s) has/have himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;	(ii) any contract or arrangement for the giving by the Company of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the director or his associate(s) has/have himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

70 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(iii) any contract, arrangement or proposal concerning an offer of the shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;	(iii) any contract, arrangement or proposal concerning an offer of the shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(iv) any contract or arrangement in which the director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;	(iv) any contract or arrangement in which the director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;
(v) any contract, arrangement or proposal concerning any other company in which the director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the director and/or his associate(s) is/are beneficially interested in shares of that company, provided that the director and any of his associates are not in aggregate beneficially interested in 5 per cent. or more of the issued shares or voting rights of any class of shares of such company (or of any third company through which his interest or that of his associates is derived);	(iv) any contract, arrangement or proposal concerning any other company in which the director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the director and/or his associate(s) is/are beneficially interested in shares of that company, provided that the director and any of his associates are not in aggregate beneficially interested in 5 per cent. or more of the issued shares or voting rights of any class of shares of such company (or of any third company through which his interest or that of his associates is derived);

71 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(vi) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors, his associates and employees of the Company or any of its subsidiaries and does not give the director or his associate(s) any privilege not generally accorded to the employees to whom such scheme or fund relates; and	(vi) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors, his associates and employees of the Company or any of its subsidiaries and does not give the director or his associate(s) any privilege not generally accorded to the employees to whom such scheme or fund relates; and
(vii) any proposal or arrangement concerning the adoption, modification or operation of any share scheme involving the issue or grant of options over shares or other securities by the Company to, or for the benefit of the employees of the Company or any of its subsidiaries under which the director or his associate(s) may benefit.	(vii) any proposal or arrangement concerning the adoption, modification or operation of any employee share scheme or any share incentive or share option scheme involving the issue or grant of options over shares or other securities by the Company to, or for the benefit of the employees of the Company or any of its subsidiaries under which the director or his associate(s) may benefit:
	(vii) any contract or arrangement in which a director or his associate(s) has/have an interest, and under such contract or arrangement, the director or his associate(s) has/have such interest solely because of their holding of shares, debentures or other securities of the Company, and has/have such interest in the same manner as other holders of such shares, debentures or other securities of the Company.

72 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version

Revised version

A company shall be deemed to be a company in which a director and/or his associate(s) own(s) 5 per cent. or more if and so long as (but only if and so long as) he and/or his associate(s) is/are (either directly or indirectly) the holder(s) of or beneficially interested in 5 per cent. or more of any class of the equity share capital of such company (or of any third company through which his interest or that of any of his associates is derived) or of the voting rights available to members of such company. For the purpose of this paragraph there shall be disregarded any shares held by a director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the director or his associate(s) is/are interested only as a unit holder and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right.

Where a company in which a director and/or his associate(s) hold(s) 5 per cent. or more is materially interested in a transaction, then that director and/or his associate(s) shall also be deemed materially interested in such transaction. | A company shall be deemed to be a company in which a director and/or his associate(s) own(s) 5 per cent. or more if and so long as (but only if and so long as) he and/or his associate(s) is/are (either directly or indirectly) the holder(s) of or beneficially interested in 5 per cent. or more of any class of the equity share capital of such company (or of any third company through which his interest or that of any of his associates is derived) or of the voting rights available to members of such company. For the purpose of this paragraph there shall be disregarded any shares held by a director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the director or his associate(s) is/are interested only as a unit holder and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right.

73 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
If any question shall arise at any meeting of the board of directors as to the materiality of the interest of a director (other than the chairman of the meeting) or his associate(s) or as to the entitlement of any director (other than such chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the chairman of the meeting and his ruling in relation to such other director shall be final and conclusive except in a case where the nature or extent of the interest of the director and/or his associate(s) concerned as known to such director has not been fairly disclosed to the board of directors. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the board of directors (for which purpose such chairman shall be counted in the quorum but shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the board of directors.	If any question shall arise at any meeting of the board of directors as to the materiality of the interest of a director (other than the chairman of the meeting) or his associate(s) or as to the entitlement of any director (other than such chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the chairman of the meeting and his ruling in relation to such other director shall be final and conclusive except in a case where the nature or extent of the interest of the director and/or his associate(s) concerned as known to such director has not been fairly disclosed to the board of directors. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the board of directors (for which purpose such chairman shall be counted in the quorum but shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the board of directors.
Article 134
Where a director, supervisor, manager or officer of the Company gives a general notice in writing to the board of directors before the date on which the question of entering into the relevant contract, transaction or arrangement is first taken into consideration on behalf of the Company, stating that, by reason of facts specified in the notice, he is interested in contracts, transactions or arrangements of any description which may subsequently be made by the Company, that notice shall be deemed for the purpose of the preceding article of this Article to be a sufficient declaration of interests of such director, supervisor, manager or officer, so far as attributable to those facts in relation to any contract, transaction or arrangement of that description which may subsequently be made by the Company.	Article 125
Where a director, supervisor, manager or officer of the Company gives a general notice in writing to the board of directors before the date on which the question of entering into the relevant contract, transaction or arrangement is first taken into consideration on behalf of the Company, stating that, by reason of facts specified in the notice, he is interested in contracts, transactions or arrangements of any description which may subsequently be made by the Company, that notice shall be deemed for the purpose of the preceding article of this Article to be a sufficient declaration of interests of such director, supervisor, manager or officer, so far as attributable to those facts in relation to any contract, transaction or arrangement of that description which may subsequently be made by the Company.

74 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 135
The Company shall not, in any manner, pay tax for or on behalf of its director, supervisor, managers or other officers.	Article 126
The Company shall not, in any manner, pay tax for or on behalf of its director, supervisor, managers or other officers.
Article 136
The Company shall not directly or indirectly, make a loan to or provide any guarantee in connection with a loan made by any person to its directors, supervisors, managers or other officers of the Company or of its holding company; or make a loan to or provide any guarantee in connection with any loan made by any person to the associates of such person as aforesaid.

The preceding provision shall not apply to the following:

(1) the provision of a loan or a guarantee for a loan by the Company to a company which is subsidiary of the Company;

(2) the provision of a loan or a guarantee for loan by the Company to any if its directors, supervisors, managers or other officers under a service contract as approved by shareholders in general meeting or the provision of funds by the Company to him to meet expenditure incurred or to be incurred by him for the purpose of the Company or for the purpose of enabling him properly to perform his duties;

(3) where the ordinary course of business of the Company includes the lending of money and the giving of guarantees, the Company may make a loan to or provide a guarantee in connection with a loan by another person to any of its directors, supervisors, managers or officers and his associates on normal commercial terms. | Article 127
The Company shall not directly or indirectly, make a loan to or provide any guarantee in connection with a loan made by any person to its directors, supervisors, managers or other officers of the Company or of its holding company; or make a loan to or provide any guarantee in connection with any loan made by any person to the associates of such person as aforesaid.

The preceding provision shall not apply to the following:

(1) the provision of a loan or a guarantee for a loan by the Company to a company which is subsidiary of the Company;

– 75 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 138
A guarantee provided by the Company in breach of Article 136(1) shall be unenforceable against the Company except that:

(1) a loan was made by a person to a director, supervisor, manager or other officer of the Company or of its holding company, and at the time the loan was advanced the lender did not know of the relevant circumstances;

(2) the collateral provided by the Company has been lawfully disposed of by the lender to a bona fide purchaser. | Article 129
A guarantee provided by the Company in breach of Article 127136(1) shall be unenforceable against the Company except that:

(2) the collateral provided by the Company has been lawfully disposed of by the lender to a bona fide purchaser. |

76 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 140

Where a director, supervisor, manager and other officer of the Company is in breach of his obligations to the Company, the Company shall have a right to take the following measures in addition to the various rights and remedies provided by the laws and administrative regulations:

(1) to request such director, supervisor, manager and other officer to pay damages for the losses sustained by the Company as a natural consequence of his breach of duties;

(2) to rescind any contract or transaction entered into by the Company with such director, supervisor, manager or other officer and any contract or transaction entered into by the Company with a third party (where such third party knew or should have known that such director, supervisor, manager or other officer representing the Company is in breach of the obligations to the Company);

(3) to request such director, supervisor, manager or other officer to return the proceeds received as a consequence of the breach of the obligations;

(4) to recover from such director, supervisor, manager and other officer any monies which should otherwise have been received by the Company, including without limitation to commissions;

(5) to request such director, supervisor, manager and other officer to return such interests accrued or may be accrued from the monies which should otherwise have been paid to the Company. | Article 131

(1) to request such director, supervisor, manager and other officer to pay damages for the losses sustained by the Company as a natural consequence of his breach of duties;

(3) to request such director, supervisor, manager or other officer to return the proceeds received as a consequence of the breach of the obligations;

(4) to recover from such director, supervisor, manager and other officer any monies which should otherwise have been received by the Company, including without limitation to commissions;

(5) to request such director, supervisor, manager and other officer to return such interests accrued or may be accrued from the monies which should otherwise have been paid to the Company. |

77 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 141

(1) the emoluments in respect of his service as a director, supervisor or other officer of the Company;

(2) the emoluments in respect of his service as a director, supervisor or other officer of a subsidiary of the Company;

(3) the emoluments for provision of other services in connection with the management of the affairs of the Company and its subsidiaries;

(4) payment by way of compensation for loss of office or as consideration for or in connection with his retirement.

Save pursuant to the contract aforesaid, no legal proceedings may be brought by a director or supervisor against the Company in respect of the benefits ought to be received by him by reasons of the matters stipulated above. | Article 132

The Company shall, with the prior approval of the shareholders in general meeting, enter into a contract in writing with a director or supervisor in respect of their remuneration. The emoluments of directors of the Company shall be subject to prior approval at the shareholders’ meeting. The emoluments referred to above shall include:

(1) the emoluments in respect of his service as a director, supervisor or other officer of the Company;

(2) the emoluments in respect of his service as a director, supervisor or other officer of a subsidiary of the Company;

(3) the emoluments for provision of other services in connection with the management of the affairs of the Company and its subsidiaries;

(4) payment by way of compensation for loss of office or as consideration for or in connection with his retirement.

78 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 142

There shall be a provision in a contract made between the Company and a director or supervisor in respect of their remuneration that the director or the supervisor shall, with the prior approval of the shareholders in general meeting, be entitled to payment by way of compensation for loss of office or as consideration for his retirement from office in connection with the takeover of the Company. A takeover of the Company referred above shall mean any of the following:

(1) a takeover offer made to all shareholders by any person;

(2) a takeover offer made by any person with a view to the offeror becoming the controlling shareholder. The definition of “controlling shareholder” shall be the same as the one defined in Article 54 of the these Articles.

If the relevant director or supervisor does not comply with this article, any sum received by him shall belong to the persons who have sold their shares as a result of accepting the offer made as aforesaid; and the expenses incurred by him in distributing that sum pro rata amongst those persons shall be borne by him and not retained out of that sum. | Article 133

(1) a takeover offer made to all shareholders by any person;

The Company shall publish its financial reports twice in each financial year. The interim financial report shall be within 60 days after the end of the first 6 months of the financial year and the annual financial report shall be published within 120 days after the end of the financial year. | Article 140

The Company shall publish its financial reports twice in each financial year. The interim financial report shall be published within 60 days 3 months after the end of the first 6 months of the financial year and the annual financial report shall be published within 120 days 4 months after the end of the financial year. |

79 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 158

Subject to paragraph 2 of Article 56 and sub-paragraph (16), paragraph 1 of Article 96 of these Articles of Association, the board of directors may decide to distribute interim dividends. Unless otherwise provided in the laws and administrative regulations, the amount of the interim dividends shall not exceed 50 per cent. of the distributable profits stated in the Company’s interim profit statement. | Article 149

Subject to paragraph 2 of Article 56 and sub-paragraph (16), paragraph 1 of Article 96 of these Articles of Association Upon the approval of the shareholders’ meeting, the board of directors may decide to distribute interim dividends. Unless otherwise provided in the laws and administrative regulations, the amount of the interim dividends shall not exceed 50 per cent. of the distributable profits stated in the Company’s interim profit statement. |
| Article 159

The reserve fund of the Company shall only be used for making up the losses of the Company, to expend the production operation or to increase the capital of the Company.

The Company capitalizes the reserve fund as its capital upon the approval of the shareholders’ general meeting, new shares shall be issued by way of bonus to the shareholders in proportion to their shareholdings or the par value of the shares shall be increased. Provided that the balance of such reserve fund must not be less than 25 per cent. of the registered capital when the statutory reserve fund is capitalized as capital. | Article 150

The reserve fund of the Company shall only be used for making up the losses of the Company, to expend the production operation or to increase the capital of the Company.

The Company capitalizes the reserve fund as its capital upon the approval of the shareholders’ general meeting, new shares shall be issued by way of bonus to the shareholders in proportion to their shareholdings or the par value of the shares shall be increased. Provided that the balance of such reserve fund must not be less than 25 per cent. of the registered capital prior to the conversion when the statutory reserve fund is capitalized as capital converted into additional registered capital. |

80 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 161

The Company shall appoint a receiving agent for shareholders of overseas listed foreign shares. The receiving agent shall receive on behalf of such shareholder the dividends distributed to and other amounts payable by the Company in respect of the overseas listed foreign shares.

The receiving agent appointed by the Company shall satisfy requirements provided under the laws or the relevant provisions of the stock exchange at the place where the shares of the Company are listed.

The receiving agent appointed by the Company for the shareholders of overseas listed foreign shares listed in Hong Kong shall be a trust company registered under the Trustee Ordinance of Hong Kong. | Article 152

The receiving agent appointed by the Company for the shareholders of H overseas listed foreign shares listed in Hong Kong shall be a trust company registered under the Trustee Ordinance of Hong Kong. |
| Chapter 19 Trade Union Organization | Chapter 19 Trade Union Organization-Chapter 18 Party Organization and Trade Union |
| | Article 166

In the Company, a Communist Party of China organization shall be established to conduct Party activities in accordance with the provisions of the Constitution of the Communist Party of China. The Company shall provide necessary conditions for the Party organization’s activities. |
| | Article 167

In the Company, the Party organization shall exercise leadership in accordance with the provisions of the Constitution of the Communist Party of China, study and discuss major operation and management matters of the Company, and support the Company’s organizational bodies in exercising their authorities in accordance with the laws. |

81 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 176

The board of directors of the Company shall put forward proposals for amalgamation or demerger which shall be submitted to relevant approving authorities for approval in accordance with the laws after the same have been approved according to the procedures provided in the Articles of Association of the Company. Shareholders who oppose the proposals for amalgamation or demerger shall have the right to request the shareholders who are in favour of amalgamation or demerger to purchase their shares at a fair price.

Special reports of the resolution of amalgamation or demerger shall be prepared for the inspection by the shareholders and shall be sent to the shareholders of overseas listed foreign shares by post.

Subject to no contravention of the laws, regulations and listing rules of the places where the Company is registered and listed, the Company shall issue or otherwise make available the aforementioned documents to shareholders of overseas listed foreign shares by such other means as prescribed in Article 192 of the Articles of Association but needs not to issue or otherwise make available the same by the means as mentioned in the preceding paragraph of this Article. | Article 169

Special reports of the resolution of amalgamation or demerger shall be prepared for the inspection by the shareholders and shall be sent to the shareholders of overseas listed foreign shares by post.

Subject to compliance no contravention of with the laws, regulations and listing rules of the places where the Company is registered and listed, the Company shall issue or otherwise make available the aforementioned documents to shareholders of overseas listed foreign shares by such other means as prescribed in Article 184192 of the Articles of Association but needs not to issue or otherwise make available the same by the means as mentioned in the preceding paragraph of this Article. |

82 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 177

The amalgamation of the Company may take the form of either amalgamation by absorbing another company or amalgamation by establishing a new company.

Upon amalgamation, all claims and liabilities of the parties to the amalgamation shall be taken over by the company which exists after the amalgamation or by the newly established company. | Article 170

The amalgamation of the Company may take the form of either amalgamation by absorbing another company or amalgamation by establishing a new company.

Parties to the amalgamation shall execute an agreement for the amalgamation and balance sheets and assets inventories shall be prepared. The Company shall within 10 days after the passing of the resolution for amalgamation notify the creditors and shall publish the notification within 30 days at least three times in a newspaper or on the National Enterprise Credit Information Publicity System. Creditors may, within 30 days from the date of receiving the notice or, in the case no notice was received, within 45 days from the date of the publishment of the notification, demand the Company to settle the debts or provide corresponding security.

Upon amalgamation, all claims and liabilities of the parties to the amalgamation shall be taken over by the company which exists after the amalgamation or by the newly established company. |

83 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 178

Where the Company demerge, its assets shall be apportioned in an appropriate manner.

Parties to the demerger shall execute an agreement for the demerger and balance sheets and assets inventories shall be prepared. The Company shall within 10 days after the passing of the resolution for demerger notify the creditors and shall publish the notification within 30 days at least three times in a newspaper.

Liabilities of the Company before demerger shall be borne by the companies after the demerger according to the agreement entered. | Article 171

Where the Company demerges, its assets shall be apportioned in an appropriate manner.

Parties to the demerger shall execute an agreement for the demerger and balance sheets and assets inventories shall be prepared. Balance sheets and assets inventories shall be prepared where the Company demerges. The Company shall within 10 days after the passing of the resolution for demerger notify the creditors and shall publish the notification within 30 days at least three times in a newspaper or on the National Enterprise Credit Information Publicity System.

Liabilities of the Company before demerger shall be borne by the companies after the demerger in a form of joint and several liability according to the agreement entered unless otherwise agreed upon in a written agreement between the Company and its creditors regarding debt repayment prior to the demerger. |

84 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 180
The Company shall be dissolved and liquidated upon the occurrence of any the following events:	Article 173
The Company shall be dissolved and liquidated upon the occurrence of any the following events:
(1) where the shareholders’ general meeting resolves to dissolve the Company;	(1) where the shareholders’ general meeting resolves to dissolve the Company;
(2) where dissolution of the Company is necessary for the amalgamation or demerger;	(2) where dissolution of the Company is necessary for the amalgamation or demerger;
(3) where the Company is adjudged insolvent in accordance with the applicable laws as a result of its inability to pay its debts when due;	(3) where the Company is adjudged insolvent in accordance with the applicable laws as a result of its inability to pay its debts when due;
(4) where the Company is closed in accordance with the applicable laws as a result of its breach of the laws and administrative regulations.	(43) where the Company is adjudged insolvent in accordance with the applicable laws as a result of its inability to pay its debts when due where the business license is revoked, the Company is ordered to suspend or be cancelled in accordance with the applicable laws;
	(4) where the business term stipulated in the Articles of Association expires, or other dissolution event specified in the Articles of Association occurs;
	(5) where the Company encounters severe difficulties in operation and management such that its subsistence would cause significant damage to shareholders’ interests, and cannot be resolved through other means, shareholders holding 10 per cent. or more of the total shareholder’s voting rights may petition the People’s Court to dissolve the Company.

85 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 181

If the Company is dissolved pursuant to paragraph (1) of the preceding article, it shall within 15 days thereof establish a liquidation team and the members of which shall be elected by an ordinary resolution of shareholders in general meeting. If the liquidation team is not established within the said period, creditors may petition to the People’s Court for appointment of the relevant persons to form a liquidation team so as to proceed with the liquidation.

If the Company is dissolved pursuant to paragraph (3) of the preceding article, the People’s Court shall form a liquidation team comprising the shareholders, relevant authorities and relevant professionals in accordance with the laws to proceed with the liquidation.

If the Company is dissolved pursuant to paragraph (4) of the preceding article, the relevant governing authority shall form a liquidation team comprising the shareholders, relevant authorities and relevant professionals in accordance with the laws to proceed with the liquidation. | Article 174

If the Company is dissolved pursuant to paragraphs (1), (3), (4), (5) of the preceding article, it shall within 15 days thereof establish a liquidation team and the members of which shall be elected by an ordinary resolution of shareholders’ in general meeting. If the liquidation team is not established within the said period, creditors may petition to the People’s Court for appointment of the relevant persons to form a liquidation team so as to proceed with the liquidation.

The liquidation team shall notify the creditors within 10 days following its establishment and shall make public announcement regarding the same in a newspaper at least three times or on the National Enterprise Credit Information Publicity System within 60 days. Creditors may, within 30 days from the date of receiving the notification or, in the case no notice was received, within 45 days from the date of the announcement, declare their claims to the liquidation team. The Company shall make registration on all claims. |

86 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 184
The liquidation team shall during the liquidation period perform the following duties:

(1) to dispose of the Company’s assets, to prepare balance sheets and an inventory of assets;

(2) to give notices or make public announcements to the creditors;

(3) to deal with the unfinished business of the Company in relation to the liquidation;

(4) to settle all tax in arrear;

(5) to repay all the claims and debts;

(6) to deal with the remaining assets of the Company after the repayment of debts;

(7) to represent the Company in civil proceedings. | Article 177
The liquidation team shall during the liquidation period perform the following duties:

(1) to dispose of the Company’s assets, to prepare balance sheets and an inventory of assets;

(2) to give notices or make public announcements to the creditors;

(3) to deal with the unfinished business of the Company in relation to the liquidation;

(4) to settle all tax in arrear and the taxes generated during the liquidation process;

(5) to repay all the claims and debts;

(6) to deal with the remaining assets of the Company after the repayment of debts;

(7) to represent the Company in civil proceedings. |

87 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 185

After the completion of the disposal of the assets of the Company and the preparation of the balance sheets and an inventory of assets, the liquidation team shall prepare a liquidation proposal and submit the same to the shareholders’ general meeting or relevant governing authorities for their approval.

After payment of the liquidation costs, the assets of the Company shall be used to make repayments in the following order of priority: (i) accrued wages and labour insurance premiums of employees of the Company; (ii) tax in arrear; (iii) bank loans, bonds and other debts and liabilities.

Any assets remaining after repayment of debts in accordance with the provisions above shall be distributed to the shareholders of the Company in accordance with the class and proportion of shares held by them in the following order of priority:

(1) where there are preference shares, the assets shall be distributed to holders of preference shares in accordance with the par value of preference shares; if the capital of the preference shares cannot be repaid in full, distribution shall be made in proportion to the number of preference shares held by them;

(2) distribution to holders of ordinary shares in proportion to the number of ordinary shares held by them.

During the liquidation, the Company shall not carry on any new business activities. | Article 178

After payment of the liquidation costs, the assets of the Company shall be used to make repayments in the following order of priority: (i) accrued wages and labour social insurance premiums and statutory compensation of employees of the Company; (ii) tax in arrear; (iii) bank loans, bonds and other debts and liabilities.

(2) distribution to holders of ordinary shares in proportion to the number of ordinary shares held by them.

During the liquidation, the Company shall not carry on any new business activities unrelated to the liquidation. |

88 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 187

Following the completion of the liquidation of the Company, the liquidation team shall prepare a liquidation report and statement of receipts and expenditures and various financial records for the period of liquidation which shall, upon being audited by an accountant registered in PRC, be submitted to the shareholders’ general meeting or relevant governing authority for their approval.

The liquidation team shall, within 30 days upon the approval of the shareholders’ general meeting and relevant governing authority, submit the said documents to the company registration department, and apply for the cancellation of registration of the Company and to make public announcement in respect of the termination of the Company. | Article 180

The liquidation team shall, within 30 days upon the approval of the shareholders’ general meeting and relevant governing authority the People’s Court, submit the said documents to the company registration department, and apply for the cancellation of registration of the Company and to make public announcement in respect of the termination of the Company. |
| Article 190

Where the amendments to the Articles of Association involve anything set out in the Mandatory Articles, the amendments shall be effective upon the approval of the State Council authorized approving authorities and the State Council Securities Commission. | deleted |

89 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 192

Corporate communications can be issued in the following manner:

(1) by hand;

(2) by post;

(3) by fax or email;

(5) by public announcement on newspapers and/or other specified mass media;

(6) by other means recognized by the securities regulatory authority of the place where the shares of the Company are listed.

“Corporate communications” shall mean any documents issued or to be issued by the Company for the information or action of holders of any of its securities, including but not limited to:

(1) its directors’ reports, annual accounts together with copies of the auditors’ report and, where applicable, its summary financial reports; | Article 184

Corporate communications can be issued in the following manner:

(1) by hand;

(2) by post;

(3) by fax or email;

(4) by publishing on the website of the Company and/or the designated website of HKSE in compliance with the laws, administrative regulations and relevant provisions of securities regulatory authority of the place where the shares of the Company are listed by transmitting and delivering electronically and/or publishing and posting on the websites of the Company and/or designated by the HKSE (the “Website Publication”), in compliance with the laws, administrative regulations and relevant provisions of securities regulatory of the place where the shares of the Company are listed, and shareholders and other relevant parties shall be deemed to have consented to electronic transmission and delivery of corporate communications;

(5) by public announcement on newspapers and/or other specified mass media;

(6) by other means recognized by the securities regulatory authority of the place where the shares of the Company are listed. |

– 90 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
(2) its interim reports and, where applicable, summary interim reports;	“Corporate communications” shall mean any documents issued or to be issued by the Company for the information or action of holders of any of its securities, including but not limited to:
(3) notices of meeting;	(1) its directors’ reports, annual accounts together with copies of the auditors’ report and, where applicable, its summary financial reports;
(4) listing documents;	(2) its interim reports and, where applicable, summary interim reports;
(5) circulars; and	(3) notices of meeting;
(6) proxy forms.	(4) listing documents;
If the relevant provisions of the securities regulatory authority of the place where the shares of the Company are listed permit the Company to send, mail, dispatch, issue, publish or otherwise make available the Company’s related documents in English or Chinese, and if the Company has made proper arrangement to ascertain whether or not its shareholder wishes to receive the English language version only or the Chinese language version only, and to the extent as permitted under and pursuant to the applicable laws and regulations, the Company may in accordance with the shareholders’ stated wish or in compliance with the relevant laws, regulations and rules send the English language version only or the Chinese language version only to the shareholder concerned.	(4) listing documents;
	(5) circulars; and
	(6) proxy forms.
	If the relevant provisions of the securities regulatory authority of the place where the shares of the Company are listed permit the Company to send, mail, dispatch, issue, publish or otherwise make available the Company’s related documents in English or Chinese, and if the Company has made proper arrangement to ascertain whether or not its shareholder wishes to receive the English language version only or the Chinese language version only, and to the extent as permitted under and pursuant to the applicable laws and regulations, the Company may in accordance with the shareholders’ stated wish or in compliance with the relevant laws, regulations and rules send the English language version only or the Chinese language version only to the shareholder concerned.
	Shareholders of the Company may request the Company to send, mail, distribute, issue, publish or otherwise provide corporate communications in printed form to them, and can choose either to receive the Chinese version only, the English version only or both the Chinese and English versions. Shareholders of the Company may modify the method and language version for receiving the aforesaid documents by giving the Company prior written notice within a reasonable timeframe and in accordance with appropriate procedures.

91 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
Article 193

Where a corporate communication is delivered by post, service of the corporate communication will be effected by properly addressing, prepaying, putting the corporate communication into an envelope and posting an envelope containing the corporate communication and shall be deemed to have been effected at the expiration of 48 hours after the envelope containing the same is posted.

Where a corporate communication is delivered in person, the date when the recipient signed or stamped to acknowledge receipt of the same shall be regarded as the date of personal service.

Where a corporate communication is served by public announcement, the date on which the announcement was first published shall be regarded as the date of service of the announcement.

Where a corporate communication is issued by fax or electronic means, the date of issue shall be regarded as the date of service.

Corporate communication issued or made available via the website of the Company and/or designated website of HKSE shall be deemed to be served on the later of the following dates:

the date of service on which the notification of posting of the corporate communication on the website is sent to the securities holders of the Company by the means set out in the above paragraphs of this Article in accordance with the laws, regulations and listing rules of the places where the Company is registered and listed; | Article 185

Where a corporate communication is delivered in person, the date when the recipient signed or stamped to acknowledge receipt of the same shall be regarded as the date of personal service.

Where a corporate communication is served by public announcement, the date on which the announcement was first published shall be regarded as the date of service of the announcement.

Where a corporate communication is issued by fax or email or other electronic means (excluding by Website Publication), the date of issue shall be regarded as the date of service.

Corporate communication issued or made available via the website of the Company and/or designated website of HKSE shall be deemed to be served on the later of the following dates: transmitted and delivered once they were first published on the relevant website(s), with the publication date constituting the delivery date. |

92 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Current version	Revised version
or
2. the date on which the corporate communication is first posted on the website (if the corporate communication is posted on the website after the notification mentioned above is sent).	1. the date of service on which the notification of posting of the corporate communication on the website is sent to the securities holders of the Company by the means set out in the above paragraphs of this Article in accordance with the laws, regulations and listing rules of the places where the Company is registered and listed; or
2. the date on which the corporate communication is first posted on the website (if the corporate communication is posted on the website after the notification mentioned above is sent).
Chapter 24 Settlement of Disputes	deleted

Note: Due to additions/deletions of provisions in the Proposed Amendments, the table of contents, chapter headings, section and article numbering of the Articles of Association shall be adjusted accordingly. For the articles with cross-references numbering in the Original Articles, the revised Articles of Association shall be changed accordingly. Except as mentioned in the table above, no substantial amendment is to be made to other articles of the Articles of Association, including those amendments that do not affect the meaning of the articles such as: changing “shareholders’ general meeting” to “shareholders’ meeting”; changing “the Company” to “Company”; changing “The Stock Exchange of Hong Kong Limited” as “the HKSE”; changing Arabic numerals to Chinese characters and rectification of text editing errors.

The Proposed Amendments shall become effective upon being approved by shareholders as a special resolution at the AGM.

93 -

NOTICE OF ANNUAL GENERAL MEETING

臺特法學股份有限公司

QINGLING MOTORS CO. LTD

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

(Stock Code: 1122)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Qingling Motors Co. Ltd (the "Company") will be held at the Conference Room, Intelligent Network New Energy Commercial Vehicle Research and Development Center (智能網聯新能源商用車研發中心) of the Company, 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the People's Republic of China (the "PRC") on Friday, 27 June 2025 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions of the Company:

ORDINARY RESOLUTIONS

To consider and approve the report of the board of directors (the "Board") of the Company for the year of 2024.
To consider and approve the report of the supervisory committee of the Company for the year of 2024.
To consider and approve the audited financial statements and the independent auditor's report of the Company for the year of 2024.
To consider the re-appointment of Pan-China Certified Public Accountants LLP and Confucius International CPA Limited as the PRC and international auditors of the Company respectively for the year of 2025 and to authorise the Board to determine their remunerations.

SPECIAL RESOLUTION

To consider and approve the proposed amendments to the articles of association of the Company (the "Articles of Association") as well as the proposed abolishment of the establishment of the supervisory committee of the Company (as detailed in Appendix I to the Company's circular dated 9 May 2025), and to authorise any one director to take all such actions and to do all such matters as he or she may in his/her absolute discretion consider necessary, appropriate or expedient to give effect to the proposed amendments to the Articles of Association, including (but not limited to) obtaining all requisite approvals, authorisations, filings and/or registrations from relevant governmental or regulatory authorities, signing all relevant documents, and taking all necessary steps to implement the proposed amendments to the Articles of Association.

By Order of the Board

Qingling Motors Co. Ltd

Chairman and Executive Director

LUO Yuguang

Chongqing, the PRC, 9 May 2025

NOTICE OF ANNUAL GENERAL MEETING

Notes:

(1) Any shareholder of the Company (the “Shareholder”) entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote at the AGM on his/her behalf in accordance with the Articles of Association. A proxy need not be a Shareholder.

(2) In order to be valid, the proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or authority shall be deposited at the legal address of the Company at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC (in the case of proxy form of holders of domestic shares) or at the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (in the case of proxy form of holders of H shares) not less than 24 hours before the time appointed for the holding of the AGM (i.e. no later than 10:00 a.m. on 26 June 2025 (Hong Kong Time)) or 24 hours before the time appointed for taking the poll.

(3) Shareholders or their proxies shall produce their identity documents when attending the AGM.

(4) To ascertain the H shareholders’ entitlement to attend and vote at the AGM, the register of shareholders of the Company will be closed from Wednesday, 28 May 2025 to Friday, 27 June 2025 (both dates inclusive), during which period no transfer of shares will be registered. All duly completed transfer forms relating to H shares accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Tuesday, 27 May 2025.

(5) Shareholders whose names appear on the register of shareholders of the Company on Wednesday, 28 May 2025 are entitled to attend and vote at the AGM.

(6) Shareholders who intend to attend the AGM shall complete and lodge the reply slip for attending the AGM at the Company’s legal address at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC on or before Saturday, 7 June 2025. The reply slip may be delivered to the Company by hand, by post, by cable or by fax (at fax no.: (86)23-68830397).

(7) The AGM is not expected to take more than half a day. Shareholders or their proxies attending the AGM shall be responsible for their own travel and accommodation expenses.

(8) Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited, all votes of the shareholders at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands and the Company will announce the results of the poll in the manner prescribed under Rules 13.39(5) and 13.39(5A) of the Listing Rules.

(9) As at the date of this notice, the Board comprises 11 directors, of which Mr. LUO Yuguang, Mr. NAKAMURA Koji, Mr. KIJIMA Katsuya, Mr. TSUKUI Mikio, Mr. XU Song, Mr. LI Juxing and Mr. LI Xiaodong are executive directors, and Mr. LONG Tao, Mr. SONG Xiaojiang, Mr. LIU Tianni and Ms. CHEN Yen Yung are independent non-executive directors.

AGM-2 -

AI assistant

Qingling Motors Co. Ltd Proxy Solicitation & Information Statement 2025

49705_rns_2025-05-08_661178d8-6773-4d85-89e9-ee261b37c296.pdf

曼特达拿股份有限公司

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED ABOLISHMENT OF THE ESTABLISHMENT OF THE SUPERVISORY COMMITTEE AND NOTICE OF ANNUAL GENERAL MEETING

會聆泛參股份有限公司

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED ABOLISHMENT OF THE ESTABLISHMENT OF THE SUPERVISORY COMMITTEE AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

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

3. AGM

4. VOTING BY POLL

5. RECOMMENDATION

臺特法學股份有限公司

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

AI assistant

Qingling Motors Co. Ltd — Proxy Solicitation & Information Statement 2025

49705_rns_2025-05-08_661178d8-6773-4d85-89e9-ee261b37c296.pdf

曼特达拿股份有限公司

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED ABOLISHMENT OF THE ESTABLISHMENT OF THE SUPERVISORY COMMITTEE AND NOTICE OF ANNUAL GENERAL MEETING

會聆泛參股份有限公司

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED ABOLISHMENT OF THE ESTABLISHMENT OF THE SUPERVISORY COMMITTEE AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

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

3. AGM

4. VOTING BY POLL

5. RECOMMENDATION

臺特法學股份有限公司

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

More from Qingling Motors Co. Ltd

Qingling Motors Co. Ltd Proxy Solicitation & Information Statement 2025