Rego Interactive Co., Ltd - AGM Information 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Tianjin Capital Environmental Protection Company Limited, you should at once hand this circular to the purchaser or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee(s).

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

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

(Stock Code: 1065)

SUPPLEMENTAL NOTICE OF THE AGM & PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Supplemental notice of the AGM (as defined herein) to be held at 10:30 a.m. on 30th June 2006 at the conference room of the Company on 5th Floor, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC is set out on pages 81 to 82 of this circular.

Whether or not you intend to attend the AGM in person, you are requested to complete and return the enclosed supplemental proxy form in accordance with the instructions printed thereon to the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible but in any event not less than 24 hours before the time scheduled for the holding of the AGM or any adjournments thereof. Completion and return of the supplemental proxy form will not preclude you from attending and voting in person at the AGM or any adjournments thereof should you so wish.

15 June 2006

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix — Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . .	6
Supplemental notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	81

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DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the content requires otherwise:

“AGM”	the annual general meeting of the Company to	the annual general meeting of the Company to	be held at
	10:30 a.m. on 30th June 2006 at the conference room of the
	Company on 5th Floor, TCEP Building,	76 Weijin South
	Road, Nankai District, Tianjin, the PRC;
“Articles of Association”	the articles of association of the Company;
“A Shares”	renminbi-denominated domestic shares of	nominal value of
	RMB1.00 each in the ordinary share capital of the		Company;
“Board”	the board of Directors;
“Company”	Tianjin Capital Environmental Protection ( ), a joint stock	Company Limited limited company
	established in the PRC whose A Shares	and H Shares are
	listed on the Shanghai Stock Exchange and		the Stock
	Exchange, respectively;
“Company Law”	the Company Law of the PRC;
“Securities Law”	the Securities Law of the PRC;
“CSRC”	China Securities Regulatory Commission;
“Directors”	the directors of the Company;
“H Shares”	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;
“Listing Rules”	the Rules Governing the Listing of Securities on		the Stock
	Exchange;
“PRC”	the People’s Republic of China;
“Proposed Amendments to the	The proposed amendments to the Articles	of Association;
Articles of Association”

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|---|---|---|---|---|---|---|---|---|---|
|DEFINITIONS|
|“Qujing|Capital”|Qujing|Capital|Water|Company|Limited|
|(|),|a|non-wholly|owned|subsidiary|of|
|the|Company,|in|which|90.07%|of|the|registered|capital|
|is|contributed|by|the|Company,|while|9.93%|of|the|
|registered|capital|is|contributed|by|Qujing|City|Recycled|
|Water|Supply|and|Sewage|Water|Treatment|Corporation|
|(|);|
|“Shareholders”|shareholders|of|the|Company,|including|holders|of|A|Shares|
|and|H|Shares;|
|“Stock|Exchange”|the|Stock|Exchange|of|Hong|Kong|Limited;|

----- End of picture text -----

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LETTER FROM THE BOARD

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

(Stock Code: 1065)

Executive Directors: Ms. Ma Baiyu (Chairman) Mr. An Pingdong Mr. Gu Qifeng Mr. Wang Zhanying Mr. Tan Zhaofu Ms. Fu Yana

Registered address: No. 45 Guizhou Road Heping District Tianjin, the PRC Postal Code: 300051

Independent non-executive Directors:

Mr. Wang Xiangfei Mr. Gao Zongze Mr. Ko Poming

15 June 2006

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL NOTICE OF THE AGM & PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

Reference is made to the notice of the AGM dated 12 May 2006 (the “ Notice ”) setting out the ordinary resolutions and the special resolutions to be considered and approved at the forthcoming AGM. After the despatch of the Notice to the Shareholders, some material changes on the information on the resolutions to be considered at the forthcoming AGM were came to the Board’s attention (i.e. (i) the inclusion of a special resolution to consider and approve the Proposed Amendments to the Articles of Association; and (ii) the deletion of an ordinary resolution which is for considering that the Company enters into the guarantee for securing the loans granted to Qujing Capital). The purpose of this circular is to provide you with further information on the above material changes.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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LETTER FROM THE BOARD

2006, the Board by way of facsimile, resolved to put forward the Proposed Amendments to the Articles of Association, the details of which are set out in the Appendix to this circular headed “Proposed Amendments to the Articles of Association”, at the forthcoming AGM for consideration and approval.

The Proposed Amendments to the Articles of Association are made as a result of the revised Company Law and Securities Law and the revised Guidelines on the Articles of Association of the Listed Companies (Revised 2006) issued by CSRC, which all came into effect in January 2006. The Proposed Amendments to the Articles of Association are subject to the Shareholders’ approval by way of a special resolution, and approval and/or endorsement on registration as may be required by the relevant PRC authorities.

As an integral part of the above resolution, the Board will be authorised to do all such further acts and things and take all steps which in the Board’s opinion may be necessary, desirable and expedient to give effect to the Proposed Amendments to the Articles of Association, including but not limited to application for approval of, registration of or filing the amended Articles of Association to the relevant governmental authorities of the PRC and Hong Kong and making further amendments as governmental authorities of the PRC may require.

GUARANTEE FOR SECURING THE LOANS GRANTED TO QUJING CAPITAL

As stated in the Notice, an ordinary resolution was scheduled to be proposed at the forthcoming AGM for considering and approving the provision of guarantee by the Company for securing the loans granted to Qujing Capital. However, Qujing Capital has just been able to agree with the bank that a loan will be granted, of which guarantee from the Company is not required. In this circumstance, the ordinary resolution no. 8, namely “to consider the resolution that the Company enters into the guarantee for securing the loan granted to Qujing Capital” as stated in the Notice will be deleted and not be considered at the forthcoming AGM as the provision of guarantee by the Company for securing the loan granted to Qujing Capital is no longer required.

RECOMMENDATION

The Board considers that the Proposal Amendments to the Articles of Association is fair and reasonable so far as the Shareholders are concerned and is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to consider and vote in favour of the same at the AGM.

AGM

The AGM is to be held at 10:30 a.m. on 30th June 2006 at the conference room of the Company on 5th Floor, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, to consider and approve, among other things, the Proposed Amendments to the Articles of Association.

Supplemental notice of the AGM is set out on pages 81 to 82 of this circular. Supplemental proxy form is also enclosed with this circular.

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LETTER FROM THE BOARD

An announcement will be made by the Company following conclusion of the AGM to inform Shareholders of the results of the AGM.

Yours faithfully, For and on behalf of the Board Ma Baiyu Chairman

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The English language version of this Appendix is an unofficial translation of its Chinese language version. In case of any ambiguity, the Chinese language version shall prevail.

The following amendments are made to the Articles of Association as a result of the revised Company Law and Securities Law and the revised Guidelines on the Articles of Association of the Listed Companies (Revised 2006) issued by CSRC, which all came into effect in January 2006.

The Proposed Amendments to the Articles of Association proposed by the Board are set out as follows:

An article is added before Article 1 of the original Articles of Association as Article 1 of the existing Articles of Association, the content of which are as follows:

“ Article 1. To safeguard the legal interests of Tianjin Capital Environmental Protection Company Limited (hereinafter referred to as the “Company”), the shareholders and creditors of the Company, and to govern the organisation and acts of the Company, this Articles of Association has been formulated pursuant to the “Company Law of the People’s Republic of China” (hereinafter referred to as the “Company Law”), the “Securities Law of the People’s Republic of China” (hereinafter referred to as the “Securities Law”) and other relevant regulations.”

Article 1 of the original Articles of Association is renumbered as Article 2 and is hereby amended as follows:
“ Article 2.

The Company is a joint stock limited company established in accordance with the “Standard Opinion on Joint Stock Limited Companies” issued by the State Commission for Restructuring the Economic System on 15 May 1993 and the relevant laws and regulations.

Subsequent to obtaining the approval dated 20 July 1992 (Jin Ti Gai Wei Zi [1992] 45) from the original Tianjin Commission for Restructuring the Economic System, the Company was established by way of private placement on 8 June 1993 and registered with the Tianjin Administration of Industry and Commerce on 8 June 1993 for the issuance of the business license. The number of the business license of the Company is Qi Gu Jin Zong Zi Di 009079.

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The promoter of the Company is Tianjin Bohai Chemical Industry (Group) Company Limited. Pursuant to the “Equity Transfer Agreement” entered into by Tianjin Bohai Chemical Industry (Group) Company Limited and Tianjin Municipal Investment Company Limited on 10 October 2000, the shares of the promoters of the Company have been transferred to Tianjin Municipal Investment Company Limited.”

Article 2 of the original Articles of Association is renumbered as Article 3.
Article 3 of the original Articles of Association is renumbered as Article 4.
Article 4 of the original Articles of Association is renumbered as Article 5.
Article 5 of the original Articles of Association is renumbered as Article 6.
Article 6 of the original Articles of Association is renumbered as Article 7 and is hereby amended as follows:

“ Article 7. The Articles of Association shall take effect from the date of establishment of the Company.

From the effective date of the Articles of Association, the Articles of Association shall constitute a legally binding document governing the organisation and acts of the Company, the rights and obligations between the Company and its shareholders and amongst shareholders.”

Article 7 of the original Articles of Association is renumbered as Article 8 and is hereby amended as follows:

“ Article 8. The Articles of Association shall be binding on the Company and its shareholders, Directors, Supervisors, general managers and other senior management officers. The aforesaid person(s) may (raise authorized stands) assert rights in respect of the affairs of the Company pursuant to the Articles of Association.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Shareholders may initiate legal proceedings against the Company pursuant to the Articles of Association; the Company may initiate legal proceedings against shareholders pursuant to the Articles of Association. The Company may initiate legal proceedings against its Directors, Supervisors, general managers and other senior management officers pursuant to the Articles of Association. Shareholders may initiate legal proceedings against other shareholders pursuant to the Articles of Association. Shareholders may also initiate legal proceedings against Directors, Supervisors, general managers and other senior management officers of the Company pursuant to the Articles of Association.

The term “legal proceedings” as mentioned in the preceding paragraph includes any action brought before a court or any application made to an arbitration body for arbitration.”

Article 8 of the original Articles of Association is renumbered as Article 9 and is hereby amended as follows:
“ Article 9.

All assets of the Company shall be divided into shares of equal value. Shareholders bear responsibilities to the Company to the extent of the number of the shares they subscribe. The Company bears responsibilities for its debts with all its assets.

The Company may invest in other entities. However, unless otherwise provided by law, it shall not become a capital contributor accepting incidental obligations for the liabilities of the invested entities.”

An article is added before Article 9 of the original Articles of Association as Article 10 of Chapter 1 of the existing Articles of Association, the content of which are as follows:
“ Article 10.

For the purpose of these Articles of Association, the term “other senior management officers” refers to deputy general managers (inclusive of assistants to general managers), secretary to the board of Directors, chief accountant (person in charge of finance), chief economist and chief engineer.”

Article 9 of the original Articles of Association is renumbered as Article 11.
Article 10 of the original Articles of Association is renumbered as Article 12, and the third paragraph of Article 10 of the original Articles of Association is hereby amended as follows:

“Based on its operation and management needs, the Company may modify the Articles of Association and change the scope of business pursuant to the relevant provisions of this Articles

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

of Association. However, such changes shall be registered. Any project within the scope of business of the Company that is subject to approval as required by laws and administrative regulations shall obtain approval in accordance with the law.”

Article 11 of the original Articles of Association is renumbered as Article 13.
Article 12 of the original Articles of Association is renumbered as Article 14 and is hereby amended as follows:
“ Article 14.

Shares of the Company are in the form of share certificates. All shares issued by the Company are shares with a nominal value. Each share has a nominal value of RMB1.

The issuance of shares by the Company shall be based on open, fair and equitable principles. Shares of the same class shall rank pari passu among themselves.

The conditions and price shall be the same for all shares of the same class in one share issue. Any entity or individual shall pay the same price for subscribing each share.”

Article 13 of the original Articles of Association is renumbered as Article 15, and the first paragraph of Article 13 of the original Articles of Association is hereby amended as follows:

“Upon permission and approval by the securities regulatory authority of the State Council, the Company may issue shares to both domestic and overseas investors.”

Article 14 of the original Articles of Association is renumbered as Article 16.
Article 15 of the original Articles of Association is renumbered as Article 17.
Article 16 of the original Articles of Association is renumbered as Article 18 and is hereby amended as follows:

“ Article 18. The Company, upon its establishment, issued 4,524,950.000 ordinary shares, of which 340,000,000 shares were overseas listed foreign shares (“H Shares”), representing 25.56% of the total number of ordinary shares issuable of the Company. Domestic shares listed in the PRC (“A Shares”) amount to 1,124,950,000 shares, representing 8.46% of the total number of ordinary shares issuable of the Company.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

As at 31 March 2006, Share Convertible Bonds (issued by the Company on 1 July 2004) in the value of RMB4,011,000 have been converted into 660,110 A shares, representing 0.050% of the total issued share capital of the Company.

Following the approval (Shang Zi Pi [2006] 1043) of the share segregation reform proposal, which was considered and passed at the A Shares Market-related shareholders’ meeting held on 20 March 2006 and approved by the Ministry of Commerce on 10 April 2006, the current shareholding structure is as follows: The Company has issued a total of 1,330,660,000 ordinary shares, of which 990.660.110 shares are domestic shares listed in the PRC (“A Shares”), representing 74.45% of the entire share capital of the Company. Overseas listed foreign shares (“H Shares”) amount to 340,000,000 shares, representing 25.55% of the entire share capital of the Company.”

19. Article 17 of the original Articles of Association is renumbered as Article 19 and is hereby amended as follows:

“ Article 19. Upon approval by the securities regulatory authority of the State Council, the Company’s proposal for the issuance of overseas listed foreign shares and domestic shares, the Board of Directors may implement such proposal through separate offerings.

The Company may implement its proposal for separate offerings of overseas listed foreign shares and domestic shares pursuant to the preceding paragraph within fifteen months from the date of approval by the securities regulatory authority of the State Council.”

Article 18 of the original Articles of Association is renumbered as Article 20 and is hereby amended as follows:

“ Article 20. Where the Company issues overseas listed foreign shares and domestic shares within the total number of shares stated in the Company’s proposal for the issuance of shares, such shares shall be fully subscribed for at one time respectively. If the shares cannot be fully subscribed for at one time due to special circumstances, the shares may be issued in separate offerings subject to the approval of the securities regulatory authority of the State Council.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 19 of the original Articles of Association is renumbered as Article 21 and is hereby amended as follows:
“ Article 21. The registered capital of the Company shall be RMB1,330,660,110.”
Article 20 of the original Articles of Association is renumbered as Article 22 and is hereby amended as follows:
“ Article 22.

The Company may, according to its business and development needs, approve an increase of its capital in accordance with the relevant provisions of the Articles of Association.

The Company may increase its capital in the following ways:

(1) by public share offering;
(2) by non-public share offering;
(3) by allotting bonus shares to its existing shareholders;
(4) by conversion of common reserve funds to capital;
(5) by any other means permitted by laws and administrative regulations as well as upon the approval of the securities regulatory authority of the State Council.

The Company’s increase in share capital through issuance of new shares, after approval is obtained in accordance with the provisions of the Articles of Association, shall be implemented in accordance with the procedures set out in the relevant laws and administrative regulations of the State.”

Article 21 of the original Articles of Association is renumbered as Article 23.
Article 22 of the original Articles of Association is renumbered as Article 24.

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 23 of the original Articles of Association is renumbered as Article 25 and is hereby amended as follows:
“ Article 25.

Shares held by promoters shall not be transferred within one year from the date of establishment of the Company. Shares issued prior to the public offering by the Company shall not be transferred within one year from the date on which the shares of the Company are first listed and traded on the stock exchange.”

Article 24 of the original Articles of Association is renumbered as Article 26 and is hereby amended as follows:
“ Article 26.

During their terms of office, Directors, Supervisors, senior management officers shall report to the Company their shareholdings in the Company and changes therein and shall not transfer during their terms of office more than 25% per year of the total number of shares of the Company which they hold; the shares held by them shall not be transferred within one year from the date on which the shares of the Company are first listed and traded. The aforesaid persons shall not transfer the shares of the Company held by them within six months from the date on which their resignation from the Company comes into effect.”

Article 25 of the original Articles of Association is renumbered as Article 27 and is hereby amended as follows:

“ Article 27. Any gains from any sale of shares of the Company by any Director, Supervisor, senior management officer holding 5% or more of the shares of the Company within six months after their purchase of the same, and any gains from any sale and purchase of shares of the Company by any of the aforesaid parties within six months after sale of the same shall be disgorged and paid to the Company, and the Board of Directors of the Company shall recover such gains from the abovementioned parties, except that six-month time limit with respect to the sale of such shares shall not apply to any holding 5% or more of the shares of the Company by any securities company as a result of its purchase of remaining shares sold under an underwriting obligation.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

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

If the Board of Directors of the Company fails to comply with the requirements in accordance with the first paragraph, the responsible Directors shall assume joint and several liability in accordance with the law.

This Article is not applicable to the overseas listed foreign shares shareholders”

Article 26 of the original Articles of Association is renumbered as Article 28 and is hereby amended as follows:

“ Article 28. The Company may reduce its registered capital pursuant to the provisions of the Articles of Association.

Where the Company reduces its registered capital, it must be done in accordance with the procedures as required under the Company Law and other relevant rules and the provisions of the Articles of Association.”

Article 27 of the original Articles of Association is renumbered as Article 29.
Article 28 of the original Articles of Association is renumbered as Article 30 and is hereby amended as follows:
“ Article 30.

The Company may repurchase its issued shares in accordance with the procedures under the Articles of Association under the following circumstances, subject to the approval by the relevant regulatory bodies of the State:

(1) cancellation of shares for the purpose of the reduction of the capital of the Company;
(2) merging with another company that holds shares in the Company;
(3) granting shares as incentive to the staff of the Company;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

  - (4) acquiring the shares of shareholders who vote against to any resolutions adopted at the general meeting on the merger or division of the Company and request the Company to acquire their shares of the Company; or

  - (5) other circumstances permitted by the laws and administrative regulations.”

Article 29 of the original Articles of Association is renumbered as Article 31:
Article 30 of the original Articles of Association is renumbered as Article 32.
Article 31 of the original Articles of Association is renumbered as Article 33 and is hereby amended as follows:
“ Article 33.

If the Company repurchases its own shares due to items (1) to (3) of Article 30, resolutions related thereto shall be adopted at a general meeting. If the Company repurchases its own shares in accordance with Article 30 under the circumstances set forth in item (1), the shares so repurchased shall be cancelled within ten days of the repurchase. In the event of the circumstances set forth in items (2) and (4), the shares so repurchased shall be transferred or cancelled within six months.

If the Company repurchases its own shares in accordance with item (3) of Article 30, the shares so repurchased shall not exceed 5% of the total number of shares issued by the Company. The repurchase shall be funded with the post-tax profit of the Company, and the shares repurchased shall be transferred to the employees within one year.

With regard to those shares legally repurchased by the Company which shall be required to be cancelled, the Company shall apply to the Company’s original registration authority for registration of the change of its registered capital. The total par value of the shares cancelled shall be deducted from the registered capital of the Company.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 32 of the original Articles of Association is renumbered as Article 34 and is hereby amended as follows:
“ Article 34.

Unless the Company is in the course of liquidation, or otherwise required by the laws, regulations, regulatory documents and the Articles of Association, it must comply with the following provisions in relation to repurchase its issued and outstanding shares:

(1) where the Company repurchases shares at par value, payment shall be made out of book surplus of the distributable profits of the Company or out of the proceeds raised from a new issue of shares made for that purpose;
(2) where the Company repurchases shares at a premium to the par value, payment up to the par value may be made out of the book surplus of the distributable profits of the Company, out of the proceeds from new issue of shares made for that purpose. Payment of the portion in excess of the par value shall be effected as follows:
if the shares being repurchased were issued at par value, payment shall be made out of the book surplus of the distributable profits of the Company;
if the shares being repurchased were issued at a premium to the par value, payment shall be made out of the book surplus of the distributable profits of the Company or out of the proceeds from a new issue of shares made for that purpose, provided that the amount paid our of such proceeds shall not exceed the aggregate of the premiums received by the Company on the issue of the shares repurchased nor shall it exceed the book value of the Company’s premium account or the capital common reserve fund (including the premiums on the new issue) at the time of the repurchase;
(3) the Company shall make payments for the following purposes out of the Company’s distributable profits:
acquisition of the right to repurchase its own shares;
variation of any contract for the repurchase of its shares;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

discharge of its obligation(s) under any contract for repurchasing its shares;
(4) after the Company’s registered capital has been reduced by the aggregate par value of the cancelled shares in accordance with the relevant regulations, the amount deducted from the distributable profits of the Company for payment of the par value of the repurchased shares shall be transferred to the Company’s premium account or the capital common reserve fund.

In the event that the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” and other applicable laws, regulations and codes of Hong Kong impose stricter requirements than the provisions under this chapter 5, such requirements shall be complied with.”

Article 33 of the original Articles of Association is renumbered as Article 35 and is hereby amended as follows:
“ Article 35.

The Company or its subsidiaries (including the subsidiary entities of the Company) shall not, by way of a gift or by granting an advance, guarantee, compensation, loan or otherwise at any time, provide any form of financial assistance to a person who acquires or proposes to acquire shares in the Company. The person who acquires shares in the Company set forth above includes any person who directly or indirectly assumes any obligations as a result of the acquisition of shares in the Company.

Neither the Company nor its subsidiaries shall, by any means at any time, provide financial assistance to such person for the purposes of reducing or discharging the obligations assumed by such person.

This Article shall not apply to the circumstances referred to in Article 37 in this Chapter.”

Article 34 of the original Articles of Association is renumbered as Article 36.
Article 35 of the original Articles of Association is renumbered as Article 37 and the contents in the first paragraph in the original Article 35 are hereby amended as follows:

“ Article 37.

The following activities shall not be treated as activities prohibited under Article 35 of this Chapter:”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 36 of the original Articles of Association is renumbered as Article 38.
Article 37 of the original Articles of Association is renumbered as Article 39.
Article 38 of the original Articles of Association is renumbered as Article 40.
Article 39 of the original Articles of Association is renumbered as Article 41 and the contents in first paragraph of the original Article 39 are hereby amended as follows:
“ Article 41. The Company may, in accordance with the mutual understanding and agreements made between the securities regulatory authority of the State Council and overseas securities regulatory authorities, keep its register of members of overseas listed foreign shares in overseas and appoint overseas agent(s) to manage such register. The original register of members of overseas listed foreign shares listed in Hong Kong shall be maintained in Hong Kong.”
Article 40 of the original Articles of Association is renumbered as Article 42.
Article 41 of the original Articles of Association is renumbered as Article 43.
Article 42 of the original Articles of Association is renumbered as Article 44.
Article 43 of the original Articles of Association is renumbered as Article 45 and is hereby amended as follows:
“ Article 45.

When the Company intends to convene a general meeting, distribute dividends, enter into liquidation or engage in other activities that involve identification of the identity of a shareholder, the convenor of the Board of Directors’ meeting or general meeting shall determine a specific day for identification of shareholding interests. Shareholders named in the register of members after the trading session on the date of confirmation of shareholding shall be the shareholders who are entitled to relevant rights and interests.”

Article 44 of the original Articles of Association is renumbered as Article 46.
Article 45 of the original Articles of Association is renumbered as Article 47.
Article 46 of the original Articles of Association is renumbered as Article 48.

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 47 of the original Articles of Association is renumbered as Article 49.
Article 48 of the original Articles of Association is renumbered as Article 50 and is hereby amended as follows:

“ Article 50. A shareholder of the Company is a person who lawfully holds shares of the Company and has his (its) name recorded in the register of members.

A shareholder shall enjoy the relevant rights and assume the relevant obligations in accordance with the class and number of shares he holds. Holders of the same class of shares shall enjoy the same rights and assume the same obligations.

The Company shall not for reasons of any party’s failure to disclose to the Company their rights attached in their direct or indirect underlying interests in the Shares, by exercising of any rights so as to freeze or in any other way harm any underlying interests in the shares held by such party.”

Article 49 of the original Articles of Association is renumbered as Article 51 and is hereby amended as follows:

“ Article 51. Holders of the ordinary shares of the Company shall enjoy the following rights:

(1) the right to dividends and profit distributions in other means, in proportion to the number of shares held (but shall not be entitled to dividends subsequently declared in respect of prepayments);
(2) the right to propose, convene, chair, to attend or appoint a proxy to attend the general meetings and to exercise the corresponding voting right in accordance with the law;
(3) the right to supervise the Company’s business operations, and the right to present proposals or raise enquiries;
(4) the right to transfer, give as a gift or pledge the shares held by them in accordance with the laws, administrative regulations and provisions of the Articles of Association;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

(5) the right to obtain relevant information in accordance with the provisions of the Articles of Association, including:
(I) the right to obtain a copy of the Articles of Association, subject to payment of relevant costs;
(II) subject to payment of a reasonable fee, the right to inspect and take copy of:
- (i) all parts of the register of members;

(ii)	personal particulars of each of the Company’s
	Directors, Supervisors, general managers,
	and other senior management officers,
	including:
	(a) present and former name or alias;
	(b) principal address (place of domicile);
	(c) nationality;
	(d) primary and all other part-time
	occupations and duties;
	(e) identification document and its number;
(iii)	status of the Company’s share capital;
(iv)	stubs of corporate bond certificates;
(v)	reports showing the aggregate par value,
	quantity, highest and lowest price paid in
	respect of each class of shares repurchased by
	the Company since the end of the last
	accounting year and the aggregate amount
	paid by the Company for this purpose;
(vi)	minutes of the general meetings, resolutions
	of the Board of Directors’ meetings,
	resolutions of meetings of Supervisory
	Committee;

(vii) financial and accounting reports.

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(6) in the event of termination or liquidation of the Company, the right to participate in the distribution of the remaining assets of the Company in accordance with the number of shares held;
(7) other rights conferred by the laws, administrative regulations and the Articles of Association.”
Four Articles are added before Article 50 of the original Articles of Association as Article 52, Article 53, Article 54 and Article 55 of the existing Articles of Association, the contents of which are as follows:

“ Article 52. Shareholders demanding inspection of the relevant information or copies of the materials mentioned in the preceding provision shall provide to the Company written documents indicating the class and number of shares they held. After confirmation of the shareholder’s identity, the Company shall provide such information based on the shareholder’s request. Article 53. If a resolution of a general meeting or the Board of Directors’ meetings violates any law and administrative regulation, the shareholders shall have the right to petition to the People’s Court to render the same as void. If the procedures for convening a meeting of, or the method of voting at, a general meeting or the Board of Directors’ meeting violate any law, administrative regulation or the Articles of Association, or the content of a resolution violates the Articles of Association, shareholders may petition to the People’s Court to rescind such resolutions within sixty days from the date on which such resolution is passed. Article 54. Where the Company incurs losses as a result of Directors and senior management officers’ violation of any provision of law, administrative regulation or the Articles of Association in the course of performing their duties with the Company, shareholders alone or in aggregate holding 1% or more of the Company’s shares for one hundred and eighty days or more shall be entitled to request the Supervisory Committee in writing to initiate proceedings in the People’s Court. Where the Company incurs losses as a result of the Supervisory Committee’s violation of any provision of law, administrative

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APPENDIX

regulation or the Articles of Association in the course of performing its duties with the Company, shareholders shall be entitled to request in writing that the Board of Directors should initiate proceedings in the People’s Court.

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

Shareholders described in the first paragraph of this Article may also initiate proceedings in the People’s Court in accordance with the preceding two paragraphs in the event that the Company incurs losses as a result of the lawful interests of the Company was infringed by third parties.

Article 55. In the event of violation of the laws, administrative regulations or the Articles of Association by the Directors, senior management officers, which cause damages to the interests of shareholders, the shareholders may initiate proceedings in the People’s Court.”

Article 50 of the original Articles of Association is renumbered as Article 56 and is hereby amended as follows:
“ Article 56. Holders of ordinary shares of the Company shall have the following obligations:
- (1) to oblige the laws, administrative regulations and the Articles of Association;
- (2) to pay the subscription monies based on the number of shares subscribed for and the method of subscription;
- (3) not to withdraw their shares save for the circumstances permitted under the laws and regulations;

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APPENDIX

(4) not to abuse the shareholders’ rights to harm the interests of the Company or other shareholders, and not to abuse the independent legal person status of the Company and the limited liability of shareholders to harm the interest of any creditor;
(5) to assume other obligations as required by the laws, administrative regulations and the Articles of Association.

Shareholders shall not be liable to make any further contributions to the share capital other than according to the terms agreed by the subscribers at the time of share subscription.”

Article 51 of the original Articles of Association is renumbered as Article 57 and is hereby amended as follows:
“ Article 57.

If a shareholder holding 5% or more voting shares of the Company pledges any shares held, he shall report the same to the Company in writing on the day on which he pledges his shares. This Article is not applicable to the overseas listed foreign shares shareholders.”

Article 52 of the original Articles of Association is renumbered as Article 58, and the word “save as” is added to the beginning of the first line of Article 52 of the original Articles of Association (i.e. before the words “laws and administrative regulations”).
Article 53 of the original Articles of Association is renumbered as Article 59 and is hereby amended as follows:
“ Article 59.

The controlling shareholder of the Company and persons who exercise effective control over the Company shall not take advantage of their connected transactions to harm the Company’s interests. Such persons shall be liable for compensation in the event of violations.

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The controlling shareholder of the Company and persons who exercise effective control over the Company have a fiduciary duty towards the Company and its public shareholders. The controlling shareholder shall execute its rights as an investor in strict compliance with the law. The controlling shareholder shall not adversely affect the legal interests of the Company and its public shareholders through profit distribution, asset restructuring, foreign investment, use of capital, lending, guarantees and etc., and shall not harm the interests of the Company and public shareholders by way of its controlling position.”

Article 54 of the original Articles of Association is renumbered as Article 60 and is hereby amended as follows:

“ Article 60.

The term “controlling shareholder” as referred to in the preceding provision means a person who satisfies any one of the following conditions:

(1) he alone or acting in concert with others has the power to elect not less than half of the members of the Board of Directors;
(2) he alone or acting in concert with others has the power to exercise not less than 30% of the voting rights or to control the exercise of not less than 30% of the voting rights;
(3) he alone or acting in concert with others holds not less than 30% of the issued and outstanding shares of the Company; or
(4) he alone or acting in concert with others in any other manner has de facto control over the Company.

For the purposes of this Article, the term “acting in concert” means investors through reaching an agreement or other arrangement with other investors so as to act together for strengthening their control over the Company by way of the number of the voting rights.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 55 of the original Articles of Association is renumbered as Article 61.
Article 56 of the original Articles of Association is renumbered as Article 62.
Article 57 of the original Articles of Association is renumbered as Article 63 and is hereby amended as follows:
“ Article 63.

The general meetings shall have the following powers:

(1) to decide on the Company’s operational policies and investment plans;
(2) to elect and replace Directors and decide on matters relating to their remuneration;
(3) to elect and replace Supervisors who are appointed from the non-staff representatives and decide on matters relating to their remuneration;
(4) to consider and approve the reports of the Board of Directors;
(5) to consider and approve the reports of the Supervisory Committee;
(6) to consider and approve the Company’s proposed annual financial budgets and final accounts;
(7) to consider and approve the Company’s profit distribution plans and loss recovery plans;
(8) to decide on the increase or reduction of the Company’s registered capital;
(9) to decide on matters such as merger, division, dissolution, liquidation or changing in the form of the Company;
(10) to decide on the issue of debentures by the Company;
(11) to decide on the appointment, dismissal and nonreappointment of the accountants of the Company;
(12) to amend the Articles of Association of the Company;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

  - (13) to consider motions raised by shareholders who represent not less than 3% of the total number of shares of the Company;

  - (14) to consider and approve the provision of guarantees in accordance with Article 64 of this Articles of Association;

  - (15) to consider the Company’s acquisition or disposal of material assets with a value exceeding 30% of the latest audited total assets value of the Company during the year;

  - (16) to consider and approve changes in the use of proceeds;

  - (17) to consider and approve share option schemes;

  - (18) to decide on other matters which, according to the laws, administrative regulations, departmental regulation or the Articles of Association, should be resolved by the shareholders in general meetings.

  - In the event that the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” and other applicable laws, regulations and codes of Hong Kong impose stricter requirements than the provisions under this Article, such requirements shall be complied with.”

An article is added before Article 58 of the original Articles of Association as Article 64 of the existing Articles of Association, the contents of which are as follows:
“ Article 64.
Provision of the following external guarantees by the Company shall be subject to consideration and approval at the general meeting:
(1) Any guarantee provided by the Company and its subsidiaries after its total external guarantees have attained or exceeded 50% of the latest audited net assets value;
(2) any guarantee provided after the Company’s total external guarantees have attained or exceeded 30% of the latest audited total assets;

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APPENDIX

(3) guarantees provided to guaranteed targets whose gearing ratios have exceeded 70%;
(4) guarantees with single guarantee amount exceeding 10% of the latest audited net assets;
(5) guarantees provided to shareholders, effective controllers and their connected parties.

In the event that the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” and other applicable laws, regulations and codes of Hong Kong impose stricter requirements than the provisions under this Article, such requirements shall be complied with..”

Article 58 of the original Articles of Association is renumbered as Article 65 and is hereby amended as follows:

“ Article 65. Unless the Company is in a critical special situation, the Company shall not, without the approval by a special resoultion in general meeting, enter into any contract with any person (other than a Director, general manager or other senior management officers) pursuant to which such person shall be responsible for the management of the whole or any substantial part of the Company’s business.”

Article 59 of the original Articles of Association is renumbered as Article 66 and is hereby amended as follows:

“ Article 66. General meetings are divided into annual general meetings and extraordinary general meetings. General meetings shall be convened by the Board of Directors. Annual general meetings shall be convened once every year and within six months from the end of the preceding accounting year.

The Board of Directors shall convene an extraordinary general meeting within two months of the occurrence of any of the following events:

(1) where the number of Directors is less than the number stipulated in the Company Law or two-thirds of the number specified in the Articles of Association;
(2) where the unrecovered losses of the Company amount to one-third of the total amount of its paid-up capital;

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APPENDIX

(3) where shareholder(s) alone or in aggregate holding not less than 10% of the Company’s issued and outstanding voting shares request(s) in writing for an extraordinary general meeting to be convened;
(4) where the Board of Directors deems necessary;
(5) where the Supervisory Committee requests;
(6) other circumstances prescribed by laws, administrative regulations, departmental regulation or the Articles of Association.”
Article 60 of the original Articles of Association is renumbered as Article 67 and the contents of the second paragraph of the original Article 60 is hereby amended as follows:

“General meetings shall in principle be held in the premises of the Company. The general meeting shall have a meeting place for convening the meetings. The Company shall, subject to the general meetings being legally and validly held, make it convenient for the shareholders to attend the general meetings through various means, including using advance information technology to establish an online voting platform. Shareholders so attend the general meetings shall be deemed to be present at such meeting. The same voting right can only select one of the voting method namely on-site, online or any other ways of voting. The closing time of on-site general meetings shall not be earlier than online or other ways of meetings.”

An article is added before Article 61 of the original Articles of Association as Article 68 of the existing Articles of Association, the contents of which are as follows:
“ Article 68.
When convening a general meeting, the Company shall appoint a lawyer to issue legal opinion and publish a notice on the following:
(1) whether the convening of the meeting, and the procedure for convening the meeting do comply with the laws, administrative regulations and this Articles of Association;
(2) whether the qualification of the persons attending the meeting and the qualification of the convenor are legal and valid;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

  - (3) whether the procedures and results of voting are legal and valid;

  - (4) to issue legal opinions in respect of other relevant issues as per the Company’s request.”

Article 61 of the original Articles of Association is renumbered as Article 69 and is hereby amended as follows:
“ Article 69.

Whenever the Company convenes an annual general meeting, the Board of Directors, the Supervisory Committee and shareholder(s) alone or in aggregate holding 3% or more of the total number of the Company’s shares shall have the right to propose motions to the Company. The Company shall include such motions that fall within the terms of reference of the general meeting in the agenda of general meeting.

Shareholder(s) alone or in aggregate holding 3% or more of the total number of the Company’s shares shall have the right to propose an ex tempore motion ten days prior to the general meeting by furnishing the same to the convenor in writing. The convenor shall issue a supplemental notice of general meeting within two days after receiving the proposed motion to announce the contents of the ex tempore motion. Save as provided above, the convenor shall not amend motions stated in or add new motions to the notice of general meeting after the same has been issued and announced.

The substance of the motion proposed at the general meeting shall fall within the terms of reference of the general meeting, which shall have a clear subject for discussion and specific issues for resolution and shall be in compliance with the laws, administrative regulations and the Articles of Association.

No voting or resolution shall be made in the general meeting to motions which are not stated in the notice of general meeting or not comply with the aforementioned rules.

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 62 of the original Articles of Association is renumbered as Article 70 and is hereby amended as follows:
“ Article 70.

The Company shall, based on the written replies received on 20 days prior to the date of the general meeting, calculate the number of voting shares represented by the shareholders who intend to attend the meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting amounts to not less than half of the Company’s total voting shares, the Company may hold a general meeting; if not, the Company shall within five days notify the shareholders again by way of public announcement of matters to be considered at and the date and place of the meeting. The Company may then hold the meeting after publication of such announcement.”

Article 63 of the original Articles of Association is renumbered as Article 71, and a new paragraph is added to the ultimate paragraph of Article 63 of the original Articles of Association as follows:

If matters relating to election of Directors and Supervisors are proposed to be discussed at a general meeting, detailed information concerning the Directors’ and Supervisors’ candidates shall be fully disclosed in the notice of the general meeting, which shall at least include the following:

(1) personal information relating to their educational background, working experience and all other positions undertaken on a part-time basis and etc.;
(2) whether or not they are in connection with the Company or its controlling shareholders or persons who exercise effective control over the Company;
(3) disclosure of their shareholdings in the Company; and
(4) whether or not they have been subject to any punishment by the CSRC or other relevant department or to any sanction by any stock exchange.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 64 of the original Articles of Association is renumbered as Article 72.
Article 65 of the original Articles of Association is renumbered as Article 73.
An Article is added before Article 66 of the original Articles of Association as Article 74 of the existing Articles of Association, the contents of which are as follows:
“ Article 74.

All shareholders whose names appear on the register of members on the shareholding registration date or their proxies are entitled to attend the general meeting, and to exercise their voting rights in accordance with the relevant laws, regulations and the Articles of Association.

If an individual shareholder attends the meeting in person, such shareholder shall present his identity card and other valid certificates or evidence or stock account card which can be used to substantiate his identity. If a proxy is appointed to attend the meeting, the proxy shall present his valid identity card and proxy form issued by the shareholder.

With respect to a legal person shareholder, its legal representative or a proxy appointed by the legal representative shall attend the meeting. If the legal representative attends the meeting, he shall present his own identity card, valid evidence showing his qualification of serving as the legal representative. If a proxy is appointed to attend the meeting, the proxy shall present his own identity card and the written proxy form issued in accordance with the law by the legal representative of the legal person shareholder.

The shareholders’ attendance register shall be prepared by the Company in which particulars relating to the members (or enterprises) participating in the meeting shall be specified, including their names, identification numbers, places of domicile, the numbers of shares held or the numbers of voting shares, and names of the appointers (or enterprises) and etc. The convenor and the legal advisers retained by the Company shall verify the legal eligibility of the shareholders based on the shareholder register provided by the securities registration and clearing authority and shall register the name of the shareholders together with the number of voting shares held. Before the convenor of the meeting declares the number of shareholders and proxies present at the meeting as well as the total number of voting shares held, the recording tasks for the meeting shall come to an end.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 66 of the original Articles of Association is renumbered as Article 75 and is hereby amended as follows:
“Article 75

Any shareholders entitled to attend and vote at general meetings shall be entitled to appoint one or more proxy(ies), (who need not to be Shareholder(s)), to attend and vote on his/her/its behalf.”

Article 67 of the original Articles of Association is renumbered as Article 76, and a new paragraph is added to the end of Article 67 of the original Articles of Association as follows:

“The proxy form issued by a shareholder to appoint a third party to attend the meeting on his behalf shall specify the following contents:

(1) the name of the proxy;
(2) whether or not having the right to vote;
(3) the respective instructions on voting in favour of, against or abstention from voting in respect of each item of businesses on the agenda of the general meeting;
(4) the issue date and valid term of the proxy form;
(5) the signature (or seal) of the proxy. In case the proxy is a legal person shareholder, the proxy form shall be affixed with the legal person seal thereon.”
Article 68 of the original Articles of Association is renumbered as Article 77.
Article 69 of the original Articles of Association is renumbered as Article 78.
Article 70 of the original Articles of Association is renumbered as Article 79.
Article 71 of the original Articles of Association is renumbered as Article 80.
Article 72 of the original Articles of Association is renumbered as Article 81 and is hereby amended as follows:
“ Article 81.

Upon issuance of the notice of general meeting, the general meeting shall neither be delayed nor cancelled without proper reasons. Motions listed in such notice shall not be revoked. Once the general meeting is delayed or cancelled, the convenor shall make a public announcement stating the reasons therefore at least two working days prior to the date originally scheduled for convening the meeting.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Two articles are added before Article 73 of the original Articles of Association as Article 82 and Article 83 of the existing Articles of Association, the contents of which are as follows:

“ Article 82. The Board of Directors of the Company together with other convenors thereof shall adopt necessary measures to maintain the normal order of the general meeting. Measures shall also be adopted to stop any acts from interfering with the general meeting, creating quarrels and nuisance as well as infringing the lawful interests of the shareholders while timely report of such matters shall also be made to the relevant authority for investigation.

Article 83. When convening a general meeting, all Directors, Supervisors and the secretary to the Board of Directors shall attend the meeting in person while the general manager and other senior management officers shall attend the meeting.

At the annual general meeting, the Board of Directors and the Supervisory Committee shall deliver their respective working reports for the previous year at the general meeting. Each of the independent non-executive Directors (hereinafter referred to as the “Independent Directors”) shall also deliver their respect working report.

Directors, Supervisors and senior management officers present at the general meeting shall provide response or explanation in connection with any query or recommendation raised by the shareholders.”

Article 73 of the original Articles of Association is renumbered as Article 84.
Article 74 of the original Articles of Association is renumbered as Article 85 and is hereby amended as follows:
“ Article 85.

When voting at a general meeting, a shareholder (including proxies) shall exercise his voting rights based on the number of voting shares represented by him. Each share shall carry one vote. However, shares of the Company held by the Company shall have no voting rights and shall not be counted in the total number of voting shares represented at the general meeting.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Shareholders who attend the general meeting shall express their opinion with respect to the motion tabled for resolution as in favour of, against or abstention from voting in respect of such motion. Ballot papers that are left in blank, unduly completed or illegible, or that have not been used, shall be treated in the way that the voters waive their right to vote and the voting results corresponding to the shares in their possession shall be treated as “abstention from voting”.

In the election of Directors and Supervisors from non-staff representatives, the Company adopts a cumulative voting system, wherein shareholders attending the general meeting may vote for a number of Director’s or Supervisor’s candidates by each share held by them. The voting rights of shareholders can be used in accumulation. The Board of Directors shall notify shareholders of the biographies and basic situation on the Directors’ and Supervisors’ candidates.

At the general meeting for the election of Directors and Supervisors, the secretary to the Board of Directors shall make explanations to shareholders in respect of actual information of the cumulative voting system and the rules of voting, and the number of votes cast for each share in the election of Directors and Supervisors.

During the implementation of the cumulative voting system, the voting shareholders must indicate the number of votes used in each vote they cast for each of the Directors and Supervisors they elected. If the total number of voting rights used by such shareholder in the vote exceeded the number of votes legally owned by such shareholder, the vote shall be invalid. If the total number of voting rights used by such shareholder did not exceed the number of votes legally owned by such shareholder, the vote shall be valid.

In addition to the cumulative voting system, voting for all motions proposed to a general meeting shall be conducted on a item-by-item basis. If different motions have been proposed for the same matter, voting related thereto shall be conducted based on the chronological order of proposing the motions. Unless a general meeting is suspended or no resolution can be adopted due to force majeure or other special reasons, no motions shall be set aside or rejected for voting at the general meeting.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

When considering a motion at a general meeting, no change will be made thereto; otherwise, the relevant change shall be treated as a new motion which cannot proceed for voting at the then general meeting.

Where any shareholder is required to waive his voting rights on any particular matter or is restricted only to vote for or against under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, such shareholder must abstain or vote as required. Any vote by shareholders or proxies in violation of the relevant requirements or restrictions shall not be counted in the voting result.”

Article 75 of the original Articles of Association is renumbered as Article 86.
Article 76 of the original Articles of Association is renumbered as Article 87 and is hereby amended as follows:
“ Article 87.

Before a resolution is decided on a motion at a general meeting, two representatives of the shareholders shall be nominated to participate in counting the votes as well as supervising the counting process. If a shareholder has a conflict of interest in the matters under consideration, the relevant shareholder and his proxies shall not participate in counting the votes or supervising the counting process.

At the time of voting on a motion, the auditor, lawyer, shareholder representative and Supervisor shall take the joint responsibility of counting and supervising the votes, and to make on-site announcement of the voting results.”

Article 77 of the original Articles of Association is renumbered as Article 88.
Article 78 of the original Articles of Association is deleted in the entirety.
Article 79 of the original Articles of Association is renumbered as Article 89, and the contents in item (4) of Article 79 of the original Articles of Association is hereby amended as follows:
“(4) annual budget of the Company and resolutions;”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 80 of the original Articles of Association is renumbered as Article 90 and is hereby amended as follows:
“ Article 90.

The following matters shall be passed by a special resolution at a general meeting:

(1) an increase or reduction of share capital of the Company and the issue of any class of shares, warrants and other similar securities;
(2) the issue of debentures of the Company;
(3) the division, merger, dissolution, liquidation or change of the form of the Company;
(4) amendment to the Articles of Association;
(5) the Company’s acquisition or disposal of material assets or the provision of guarantees with a value exceeding 30% of the latest total assets value of the Company during the year;
(6) the share incentive schemes; and
(7) any other matters that, if resolved by way of an ordinary resolution of the general meeting, may have a material impact on the Company and shall be adopted by a special resolution.”
Article 81 of the original Articles of Association is renumbered as Article 91 and is hereby amended as follows:

“ Article 91. Independent Directors shall be entitled to propose the convening of extraordinary general meetings to the Board of Directors. With regard to the request for convening of extraordinary general meeting by the independent nonexecutive Directors, the Board of Directors shall, in accordance with provisions of the laws, administrative regulations and this Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten days after receiving such proposal of the same from the independent non-executive Directors. In the event that the Board of Directors agrees to convene an extraordinary general meeting, the notice of general meeting shall be issued within five days after the passing of the relevant Board resolution. In the event that the Board of Directors does not agree to convene an extraordinary general meeting, reasons for such disagreement shall be given by way of announcement.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

The Supervisory Committee, shareholders alone or in aggregate holding 10% or more of the Company’s shares shall be entitled to request the Board of Directors to convene extraordinary general meetings, which shall be in accordance with the following procedures:

(1) The Supervisory Committee, shareholders alone or in aggregate holding 10% or more of the Company’s shares shall be entitled to request the Board of Directors to convene extraordinary general meetings by signing one or several requests in writing of similar format and content, stating the agenda of the meeting. The Board of Directors shall, in accordance with provisions of the laws, administrative regulations and this Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten days after receiving such proposal of the same. The aforesaid shareholding are determined with the shareholders as at the date of request.

In the event that the Board of Directors agrees to convene an extraordinary general meeting, the notice of general meeting shall be issued within five days after the passing of the relevant resolution of the Board of Directors. Any changes to the original request made in the notice shall require prior approval of the shareholders concerned.

(2) In the event that the Board of Directors does not agree to convene an extraordinary general meeting or does not furnish any reply within ten days after receiving such proposal in writing, it shall be handled under the following procedure:
If the extraordinary general meeting was proposed by the Supervisory Committee: the above situation shall be deemed as failure of the Board of Directors to convene and preside over a general meeting, and the Supervisory Committee shall be entitled to convene and preside over the meeting on a unilateral basis.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

If the extraordinary general meeting was proposed by shareholders alone or in aggregate holding 10% or more of the Company’s shares: under such situation, shareholders alone or in aggregate holding 10% or more of the Company’s shares shall be entitled to request the Board of Directors to convene extraordinary meetings of shareholders, provided that such request shall be made in writing. In the event that the Supervisory Committee agrees to convene an extraordinary general meeting, the notice of general meeting shall be issued within five days after receiving such request. Any changes to the original request made in the notice shall require prior approval of the shareholders concerned. Failure of the Supervisory Committee to issue a notice of general meeting within the stipulated period shall be deemed as failure of the Supervisory Committee to convene and preside over a general meeting, and shareholders alone or in aggregate holding 10% or more of the Company’s shares for ninety consecutive days or more shall be entitled to convene and preside over the meeting on an unilateral basis.

If the Supervisory Committee or shareholders determine to convene a general meeting on their own, they shall give a written notice to the Board of Directors and shall comply with the relevant laws, administrative regulations and regulated documents and the related listing rules of the stock exchange where the Company’s shares are listed.

If a general meeting is convened by the Supervisory Committee or shareholders at their own, the Board of Directors and the secretary to the Board of Directors shall cooperate. The Board of Directors shall provide the registers of members as of the registration date of shareholding confirmation.

If a general meeting is convened by the Supervisory Committee or shareholders on their own due to the failure of the Board of Directors to respond to the above-mentioned request, all necessary expenses arising therefrom shall be borne by the Company, and shall deducted from the amount owed by the Company to the defaulting Director.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 82 of the original Articles of Association is renumbered as Article 92 and is hereby amended as follows:
“ Article 92.

The general meeting shall be convened by the Board of Directors and chaired by the Chairman. If the Chairman is unable to or fails to perform her duties for any reason, the meeting shall be convened and chaired by the Vice Chairman. In the event the Vice Chairman is unable or fails to perform his duties, a Director nominated by half or more of the number of the Directors shall be the chairman of the meeting.

Where a general meeting is convened by the Supervisory Committee on its own, the meeting shall be chaired by the chairman of the Supervisory Committee. In the event that the chairman of the Supervisory Committee is unable or fails to perform his duties, the meeting shall be chaired by the vice chairman of the Supervisory Committee. In the event that the vice chairman of the Supervisory Committee is unable or fails to perform his duties, the meeting shall be chaired by a Supervisor nominated by half or more of the number of Supervisors. Where a general meeting is convened by shareholders on their own, the meeting shall be chaired by a representative nominated by the convening shareholders.

The convenor shall ensure that a general meeting is held on a continuous basis until final resolution is adopted. If a general meeting is suspended or no resolution can be adopted due to force majeure or other special reasons, requisite measures shall be adopted so as to promptly resume to convene the general meeting or to directly terminate the then general meeting, and public announcement relating thereto shall also be made on a timely fashion.

In the event that when convening the general meeting, the person chaired the general meeting violates the Rules governing the procedures for operating the general meeting so that such meeting could not proceed, another person may be nominated to chair the meeting with the approval of shareholders present at the meeting entitled to more than half of the voting rights and such meeting can be continued.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 83 of the original Articles of Association is renumbered as Article 93 and is hereby amended as follows:
“ Article 93.

The convenor of the meeting shall, prior to voting, declare the number of shareholders and proxies present at the meeting in person as well as the total number of voting shares held. The number of shareholders and proxies present at the meeting in person as well as the total number of voting shares held shall be subject to those recorded during the meeting.”

Article 84 of the original Articles of Association is renumbered as Article 94 and is hereby amended as follows:
“ Article 94.

In the event the chairman of the meeting has any doubts as to the results of the resolutions, he may count the votes. In the event the chairman of the meeting fails to count the votes and a shareholder or proxy object to the results announced by the chairman of the meeting, he shall be entitled to request the counting of the votes immediately after the announcement and the chairman of the meeting shall count the votes immediately upon request.”

Article 85 of the original Articles of Association is renumbered as Article 95 and is hereby amended as follows:
“ Article 95.

If counting of votes is effected in a general meeting, the results of the counting should be recorded in the minutes of the meeting.

Minutes of a general meeting shall be recorded by the secretary to the Board of Directors and shall contain the following contents:

(1) the time, venue meeting agenda and the name of the convenor of the meeting;
(2) the name of person chaired the meeting as well as the name of those Directors, Supervisors, general manager and other senior management officers who attend the meeting;
(3) the number of shareholders and proxies attending the meeting, the number of total voting shares and the proportion of the number of voting shares represented by them out of the total number of shares of the Company;

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(4) description on the entire course of consideration of each motion, the main points put forward by each speaker relating thereto and the voting results thereof;
(5) details of queries and recommendations of the shareholders and the corresponding response or explanation in relation thereto;
(6) the names of the legal advisers and persons responsible for counting the votes and for supervising the counting process; and
(7) other contents which should be recorded in the minutes as provided under this Articles of Association.

The convenor shall ensure that the content of the minutes shall be true, accurate and complete. Attendees of the meeting, including the Directors, Supervisors, secretary to the Board of Directors, convenor or its representative and the person chaired the meeting, shall sign on the minutes. Minutes shall, together with the register relating to shareholders present at the meeting in person and by proxy by way of issuing a proxy form or via the Internet or otherwise, be kept for a period of not less than 10 years.”

Article 86 of the original Articles of Association is renumbered as Article 96, and the last sentence of Article 86 of the original Articles of Association which reads as “In the event of special situation which the related shareholder cannot be abstained from voting, the Company shall, upon the approval by the relevant department, proceed with the voting as under normal procedures, and making detailed explanations on the announcement of the resolution of the general meeting.” is hereby deleted .

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Two articles are added before Article 87 of the original Articles of Association as Article 97 and Article 98 of the existing Articles of Association, the contents of which are as follows:
“ Article 97.

Public announcement in respect of the resolutions adopted at a general meeting shall be made on a timely fashion, which shall include but not limited to the number of shareholders and proxies attending the meeting, the total number of voting shares held and the proportion of the number of voting shares represented by them out of the total number of shares of the Company, method of voting, capacity of persons who supervise the counting process, voting results for each motion and particulars of each motion adopted (including (i) total number of shares entitling their holders to attend the general meeting and vote for or against the resolutions; (ii) total number of shares entitling their holders to attend the general meeting but only to vote against the resolutions in the general meeting; (iii) the number of shares actual representing the votes for or against the resolutions.)

If a motion is not adopted, or a resolution adopted at the previous general meeting is changed by the then general meeting, a special reminder in connection therewith shall be contained in the public announcement in respect of the resolution adopted at the general meeting.

Article 98.

In a motion relating to election of Directors or Supervisors is adopted at a general meeting, the term of office for the newly elected Directors or Supervisors shall be commenced from the date of adoption of the resolution at the general meeting.”

Article 87 of the original Articles of Association is renumbered as Article 99.
Article 88 of the original Articles of Association is renumbered as Article 100.
Article 89 of the original Articles of Association is renumbered as Article 101 and is hereby amended as follows:
“ Article 101.

Any variation or abrogation of the rights of any class of shareholders proposed by the Company may only come into effect upon the adoption of a special resolution at a general meeting and approval by the affected shareholders of that class at a separate meeting convened in accordance with Articles 103 to 107.”

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Article 90 of the original Articles of Association is renumbered as Article 102.
Article 91 of the original Articles of Association is renumbered as Article 103 and is hereby amended as follows:
“ Article 103.

Shareholders of the affected class, whether or not having the right to vote in general meetings, shall be entitled to vote in class meetings in respect of matters concerning items (2) to (8), (11) and (12) of Article 102. However, interested shareholder(s) shall have no voting rights at such class meeting.

For the purposes of this Article, the term “interested shareholder(s)” means:

(1) in the event that the Company makes a repurchase offer to all shareholders in the same proportion or the Company repurchases its own shares by way of public dealings on a stock exchange pursuant to Article 32 hereof, the “interested shareholders” shall refer to the “controlling shareholder” as defined in Article 60 of this Articles of Association;
(2) in the event that the Company repurchases its own shares by an off-market under an agreement pursuant to Article 32 of this Articles of Association, the “interested shareholders” shall refer to the holder of the shares to which the proposed agreement relates; or
(3) in the event of a restructuring of the Company, the “interested shareholders” shall refer to the shareholder within a class who assumes a relatively lower proportion of obligations than the obligations imposed on shareholders of that class or who has an interest in the proposed restructuring different from the general interests of the shareholders of that class.”
Article 92 of the original Articles of Association is renumbered as Article 104 and is hereby amended as follows:

“ Article 104.

Resolutions of a class meeting shall be passed by not less than two-thirds of the votes cast by class shareholders carrying voting rights and attending the class meeting in accordance with Article 103.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 93 of the original Articles of Association is renumbered as Article 105.
Article 94 of the original Articles of Association is renumbered as Article 106.
Article 95 of the original Articles of Association is renumbered as Article 107, and the terms “the security authority of the State Council” is amended to “the securities regulatory authority of the State Council”.
Article 96 of the original Articles of Association is deleted in entirety.
Article 97 of the original Articles of Association is renumbered as Article 108 and is hereby amended as follows:
“ Article 108.

The Company shall have the Board of Directors, which shall comprise 9 Directors, 1 chairman, and 1 vice chairman.

The Company may set up certain special committees in accordance with the needs of the Company or the requirements of the stock exchange where the Company’s shares are listed.”

Article 98 of the original Articles of Association is renumbered as Article 109 and is hereby amended as follows:
“ Article 109.

The Board of Directors shall formulate the “Rules Governing the Procedures for Operating the Board of Directors’ Meetings”, so as to ensure the implementation of the resolutions passed at the general meetings, enhancement of working efficiency and guaranteeing the scientific decisions by the Board of Directors.

The “Rules Governing the Procedures for Operating the Board of Directors’ Meetings” which shall read as a schedule to this Articles of Association, shall be determined by the Board of Directors, and submitted for approval at the general meeting. Such rules shall set down the procedures for the convening of the Board of Directors’ meetings and the voting procedures.”

Article 99 of the original Articles of Association is renumbered as Article 110 and is hereby amended as follows:
“ Article 110.

The Directors shall be elected and removed at the general meeting. The term of office for a Director shall be for three years. Upon the expiry of the term, the Directors shall be eligible for re-election.

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Unless otherwise specifically required by the applicable laws, regulations, rules, regulatory documents and the Articles of Association, candidates of Directors shall be nominated by the previous Board of Directors or by shareholders alone or in aggregate holding 10% or more of the Company’s shares.

The shortest time limit for submission of written notice regarding the statement of nomination of a person for election as a Director, biography of the candidate, and the intention of the candidate of willing to accept the nomination shall be 7 days. Such time limit shall commence no earlier than 1 day after the despatch of the notice to convene the general meeting, and ending no later that 7 days before the date of such general meeting.

The Chairman and vice Chairman shall be elected and removed by a simple majority vote of all members of the Board of Directors. The terms of office of the Chairman and Vice Chairman shall be for three years, and shall be eligible for re-election.

The term of office of each Director shall commence from the date on which the date of appointment commence and ending on the expiration of the term of the then Board of Directors. Upon expiration of the term of office of a Director and no re-election has yet been conducted, the existing Director shall still perform the duties as a Director in accordance with the laws, administrative regulations, departmental regulations and this Articles of Association before the commencement of the term of the Directors elected.

In the event of short-list in the number of Directors, the term of any Director appointed to replace the temporary vacancy in the Board of Directors or addition in the number of Directors shall be ending on the first general meeting after the acceptance of the appointment of such Director, and shall be available for re-election in such first general meeting. Upon the expiry of the term of office of such Director, he shall be qualified for re-election.

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A Director whose term of office has not expired may be removed by way of an ordinary resolution, provided that a general meeting is conducted in accordance with the relevant laws, administrative regulations (and without prejudice to any claim for damages under any contract). However, the general meeting shall not remove a Director whose term of office has not expire without a reason.

A Director is not required to be a shareholder of the Company.”

108. Article 100 of the original Articles of Association is renumbered as Article 111 and is hereby amended as follows:

“ Article 111. The Board of Directors shall be accountable to the general meeting and shall exercise the following functions and powers:

(1) to be responsible for convening the general meeting and reporting its work to the general meeting;
(2) to implement the resolutions passed at the general meeting;
(3) to determine the Company’s business plans and investment proposals;
(4) to formulate the Company’s annual budget and resolutions;
(5) to formulate the Company’s profit distribution proposals and loss recovery proposals;
(6) to formulate proposals for the increase or reduction of the Company’s registered capital, the issuance of the Company’s debentures or other securities and listing proposals;
(7) to draw up plans for any material acquisition, repurchase of the Company’s shares, merger, division, dissolution and change in the form of the Company;

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(8) to decide on the set up of the Company’s internal management structure;
(9) to appoint or remove the Company’s general manager and the secretary to the Board of Directors; to appoint or remove senior management officers, including the deputy general manager, chief accountant, chief economist, chief engineer, based on the recommendations of the general manager, and to decide on their remuneration as well as matters relating to rewards and penalty;
(10) to formulate the basic management system of the Company;
(11) to formulate proposals for any amendment to the Articles of Association;
(12) to propose to the general meeting the appointment or replacement of the Company’s auditors;
(13) to decide on matters relating to foreign investment, purchase or sale of assets, mortgage of assets, provision of other guarantees, entrusted asset management and connected transactions by the Company within the scope of authority conferred by the general meeting;
(14) to supervise the disclosure of the Company’s information;
(15) to listen to the working report of the Company’s general manager;
(16) to exercise any other powers under the provisions of laws, regulations or this Articles of Association or conferred by the general meeting.

Except the board resolutions in respect of the matters specified in sub-paragraphs (6), (7), (11) of the preceding paragraph shall be passed by an affirmative vote of not less than two-thirds of all Directors, the board resolutions in respect of all other matters shall be passed by an affirmative vote of a simple majority of the Directors.

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The exercise of the various powers by the Board of Directors shall be in compliance with the relevant laws and regulations of the State, Listing Rules of the Shanghai Stock Exchange, Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as well as other applicable laws, regulations and codes of Hong Kong.

In the event that the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” and other applicable laws, regulations and codes of Hong Kong impose stricter requirements than the provisions under this Article, such requirements shall be complied with.”

Article 101 of the original Articles of Association is renumbered as Article 112 and is hereby amended as follows:
“ Article 112.

Other powers and authorization of the Board of Directors include:

(1) The Board of Directors shall have the right to consider and approve connected transactions which the Company intends to enter into with connected parties in the amounts of over RMB3 million but lower than RMB30 million, and representing more than 0.5% but lower than 5% of the Company’s latest audited net assets value (other than guarantees provided by the Company and receipt of cash assets as gifts);
(2) The Board of Directors shall have the right to consider and approve external guarantees other than those required to be considered and passed at the general meeting under Article 64 of this Articles of Association;
(3) The Board of Directors shall have the right to consider and approve non-connected transactions which comply with one of the following criteria (including acquisition or sale of assets, but excluding purchase of raw materials, fuels and energy, and sale of products, commodities which are purchases or disposal related to the usual course of business of the Company, but such acquisitions or disposals of assets involved in assets swaps are still included), external investments

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(including entrusted financial administration and entrust loans), provision of financial assistance, renting or leasing of assets, entrusting or be entrusted with asset and business administration, giving or receipt of gifts of assets, liabilities, debt reorganization, entering into of license agreements, transfer or acceptance of research and development projects, but not including guarantees and receipt of cash assets as gifts:

total assets value involved in the transaction (the higher amount for those with both nominal values and appraised values) representing more than 10% but less than 50% of the Company’s latest audited total assets value;
transaction amount (including debts and expenses undertaken) representing more than 10% but less than 50% of the Company’s latest audited net assets value, and its absolute amount in excess of RMB10 million;
profits derived from the transaction representing more than 10% but less than 50% of the Company’s audited net profits of the latest accounting year, and its absolute amount is in excess of RMB1 million;
income derived from the principal business of the subject of transaction (such as equity rights) in the latest accounting year representing more than 10% but less than 50% of the Company’s income derived from the principal business in the latest accounting year, and its absolute amount is in excess of RMB10 million;
the net profit of the subject of transaction (such as equity rights) in the latest accounting year representing more than 10% but less than 50% of the Company’s audited net profit in the latest accounting year, and its absolute amount is in excess of RMB1 million.

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Where the above criteria apply: (1) for external investments by the Company in establishing companies and capital contributions payable by instalments in accordance with the Company Law, the standard shall be the total contributions as agreed; (2) for transactions such as “provision of financial assistance” and “entrusted financial administration” by the Company, the standard shall be based on incurred amount, and aggregated in 12 consecutive months; (3) for transactions other than “provision of financial assistance” and “entrusted financial administration” by the Company, it shall be based on the principle of the various related transactions of similar types of transactions under the subject, and aggregated in 12 consecutive months.

When resolving on the matters as set out in preceding paragraph, except item (2) which shall be subject to the approval by voting by over half of all the Directors and not less than two-thirds of the Directors present in the meeting of Board of Directors, the rest of the matter will be subject to the approval by voting of half of the Directors present in the meeting of the Board of Directors.

For relevant matters with a lower amount than the amount as stated in the limit on the powers authorized to the Board of Directors as mentioned above, the general manager is authorized to make the approvals. For relevant matters with a higher amount than the amount as stated in the limit on the powers authorized to the Board of Directors, and within the scope of authorization of the general meeting, the Board of Directors shall formulate a plan for submission to the general meeting for consideration and approval.

In the event that the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” and other applicable laws, regulations and codes of Hong Kong impose stricter requirements than the provisions under this Article, such requirements shall be complied with.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 102 of the original Articles of Association is renumbered as Article 113 and is hereby amended as follows:
“ Article 113.

All the Directors of the Company shall prudently handle and strictly control the liability risks incurred as a result from the Company’s external guarantees. At the time when making a decision for the grant of external guarantees by the Company, it shall abide with the following principles:

Guarantees provided by the Company to others shall comply with the principles of equity, voluntary, fair, fidelity and mutual benefits;
Before deciding to provide guarantees for others or deciding submission of the related matters for consideration at the general meeting, full understanding should be made on the credibility of the guaranteed target, and make full analysis on the benefits and risks to the Company of the guarantee;
Guarantees can be provided by the Company to those with good credits and repayment capability, and must request for provision of counter-guarantee by the guaranteed party to the Company. The party providing such counter-guarantee must possess actual undertaking capability;
Provision of guarantee must be in compliance with the law, and no guarantee shall be provided to targets prohibited by the law.

Procedure for considering external guarantees provided by the Company are:

Before deciding in providing external guarantee, the Company should request the guaranteed party and the counter-guarantor to provide related information, so as to understand their credit situation, and make full analysis on the benefits and risks to the Company of the guarantee;
The Company’s external guarantees having been approved by the Board of Directors or general meeting, the Company shall in principle authorize the legal representative to organize and implement;

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  3. The provision of the external guarantees by the Company must be subject to entering into of guarantee agreements with the guaranteed party and the counterguarantor, and the related agreement must be signed and sealed by the guaranteed party and the counterguarantor;

  4. After the approval by the Board of Directors or the general meeting on the provision of the external guarantees, the financial department shall designate a personnel to make filing on the documents in respect of provision of guarantee and related information, and records shall be made on the inspection of credit accounts;

  5. The Company shall make follow-up investigations semiannually on the basic situation, financial situation of the guaranteed party, and shall report to the related leader and department of the Company, providing opinions and proposals for improvements of existing problems.”

Article 103 of the original Articles of Association is renumbered as Article 114.
An Article is added before Article 104 of the original Articles of Association as Article 115 of the existing Articles of Association, the contents of which are as follows:
“ Article 115. The Board of Directors shall make explanations to the general meeting in respect of the qualified audit opinions made by the registered accountant on the Company’s financial report.”
Article 104 of the original Articles of Association is renumbered as Article 116 and is hereby amended as follows:

“ Article 116. The Chairman of the Board of Directors shall exercise the following powers:

(1) to preside over general meetings and to convene and preside over the meetings of the Board of Directors;
(2) to oversee and examine the implementation of the resolutions passed by the meetings of the Board of Directors;

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(3) to sign the share certificates issued by the Company;
(4) to sign important contracts and other important documents, or to execute documents authorizing its representative to sign such documents on her behalf;
(5) to exercise her powers as the legal representative;
(6) upon the occurrence of any force majeure events, such as major natural disasters, to exercise the special power in compliance with the rules and regulations and in the best interests of the Company, and to report the same to the Company’ Board of Directors or the general meeting thereafter;
(7) to exercise other powers conferred by the Board of Directors.

The Vice Chairman shall assist the Chairman to perform her duties. In the event that the Chairman is unable or fails to perform her duties, it shall be performed by the Vice Chairman (if there are two or more Vice Chairmen in the Company, it shall be performed by the Vice Chairman jointly recommended by not less than half of the Directors). In the event that the Vice Chairman is unable or fails to perform his duties, the Director jointly recommended by not less than half of the Directors shall perform the duties related thereto.”

Article 105 of the original Articles of Association is renumbered as Article 117 and is hereby amended as follows:

“ Article 117.

The Board of Directors shall hold at least four meetings each year and such meetings shall be convened by the Chairman of the Board of Directors. A notice shall be given to all the Directors and Supervisors 14 days before the convening of the meeting. Under the proposal by shareholders representing not less than one-tenth of the voting rights, the Chairman, not less than one-third of the Directors, the Supervisory Committee or the general manager, an extraordinary Board of Directors’ meeting can be convened. The Chairman shall convene and preside over an extraordinary Board of Directors’ meeting within ten days upon receipt of the proposal by shareholders representing not less than one-tenth of the voting rights, not less than one-third of the Directors, the Supervisory Committee or the general manager.”

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Article 106 of the original Articles of Association is renumbered as Article 118.
Article 107 of the original Articles of Association is renumbered as Article 119.
Article 108 of the original Articles of Association is renumbered as Article 120.
Article 109 of the original Articles of Association is renumbered as Article 121, and the contents of items (2) and (3) in Article 109 of the original Articles of Association is hereby amended as follows:
“(2) If the time and place of the Board of Directors’ meeting has not been previously decided by the Board of Directors, the Chairman shall serve a notice of the Board of Directors’ meeting on all Directors and Supervisors 14 days with maximum 30 days before the date of the meeting. The notice of the time and place of the Board of Directors’ meeting may be given to all the Directors and Supervisors by phone, by telex, by facsimile, by speed post by registered mail or in person.
(3) The notice shall be made in Chinese, and in necessary with an English version. The notice shall include the duration of the meeting, reasons, agenda and time of issue of such notice. Any Director may waive the right of requesting such notice by the Board of Directors.”
Article 110 of the original Articles of Association is renumbered as Article 122, and two paragraphs are added after paragraph 3 of Article 110 of the original Articles of Association as paragraphs 4 and 5 of this Article:

“Resolutions of the Board of Directors’ meeting shall be passed by way of poll.

Directors having connected relations with corporation involved in the matters to be resolved in the Board of Directors’ meeting shall not exercise their voting right over such resolution, and shall not exercise voting rights on behalf of other Directors. The Board of Directors’ meeting can be convened by the presence of not less than half of the unrelated Directors. Resolutions of the Board of Directors’ meeting shall be passed by not less than half of the unrelated Directors. If the number of unrelated Directors attend in the Board of Directors’ meeting is less than 3, the matter shall be submitted for consideration at the general meeting.”

Article 111 of the original Articles of Association is renumbered as Article 123, and the first paragraph of Article 111 of the original Articles of Association is hereby amended as follows:

“The Directors shall attend the Board of Directors’ meeting in person. In the event a Director cannot attend the meeting for any reason, he may appoint in writing another Director to attend the meeting on his behalf. Such proxy instrument shall indicate the name of the proxy, the matter involved, the scope of authorization and the time limit, and shall be signed or sealed by the person making the authorization.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 112 of the original Articles of Association is renumbered as Article 124 and is hereby amended as follows:
“ Article 124.

The Board of Directors shall keep minutes of all the decisions on the matters considered at the Board of Directors’ meetings. The minutes shall be signed by the Directors attending the meeting and the person taking the minutes. The minutes shall be kept as the Company file for not less than 10 years.

The board minutes shall include the following: (1) the date and place of the meeting and the name of the convenor of the meeting; (2) names of the Directors attending the meeting and of other Directors (proxies) who attended the meeting on their behalf; (3) agenda of the meeting; (4) the key points expressed by the Directors (including any doubts or any opinion raised against by Directors); (5) the methods and results of voting for each resolution (in which results shall include the number of votes cast for and against the resolution and the number of abstain votes).

Directors shall bear responsibility in connection with the resolutions of the Board of Directors’ meeting. In the event the resolutions of the Board of Directors’ meeting are in breach of the provisions of the laws, administrative regulation or the Articles of Association, the resolutions passed at the general meeting, and as a result of which the Company suffers substantial losses, the Directors taking part in the resolutions shall indemnify the Company. However, the Directors may be exempted from any liability if it can be proven that those Directors have expressly objected to the resolution at the time of voting and such vote has been recorded in the minutes of the meeting.”

Article 113 of the original Articles of Association is renumbered as Article 125, and the contents in the second paragraph of Article 113 of the original Articles of Association is hereby amended as follows:

“The Board of Directors can decide that members of the Board of Directors may act as the general manager or other senior management officers other than Supervisors, but the total number of Directors acting as general manager or other senior management officer shall not be more than half of the total number of Directors of the Company.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 114 of the original Articles of Association is renumbered as Article 126 and is hereby amended as follows:
“Article 126

The Board of Directors of the Company shall comprises more than one-third of Independent Directors, and shall not be less than three Independent Directors, of whom there shall be at least one possessed with the accounting professional. Independent Directors shall have fiduciary and diligent duties to the Company and all of its shareholders. The Independent Directors shall, in accordance with the relevant laws, regulations, rules and the Articles of Association to perform his duties in a serious manner, safeguard the overall interests of the Company and, in particular to ensure the legal interests of the minority shareholders are not harmed. The Independent Directors shall perform his duties independently without being influenced by the substantial shareholders, de facto controller or party, whether entities or individuals, who has conflict of interest with the Company. The Independent Directors shall ensure that he has sufficient time and energy to effectively discharge his duties.

In the event that the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” and other applicable laws, regulations and codes of Hong Kong impose stricter requirements than the provisions under this Article, such requirements shall be complied with.”

124. Article 115 of the original Articles of Association is renumbered as Article 127.

125. Article 116 of the original Articles of Association is renumbered as Article 128.

126. Article 117 of the original Articles of Association is renumbered as Article 129.

Article 118 of the original Articles of Association is renumbered as Article 130, and the last paragraph of Article 118 of the original Articles of Association is hereby amended as follows:

“In the event of resignation of Independent Director leading to the number of member of Independent Directors or member of the Board of Directors less than the quorum or minimum number as required by the Articles of Association, the resignation report of such Independent Director shall be effective after replacement of the vacancy by the next Independent Director.”

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Article 119 of the original Articles of Association is renumbered as Article 131.
Article 120 of the original Articles of Association is renumbered as Article 132.
Article 121 of the original Articles of Association is renumbered as Article 133.
Article 122 of the original Articles of Association is renumbered as Article 134.
Article 123 of the original Articles of Association is renumbered as Article 135.
Article 124 of the original Articles of Association is renumbered as Article 136.
Article 125 of the original Articles of Association is renumbered as Article 137 and is hereby amended as follows:
“ Article 137.

The secretary to the Board of Directors shall be a natural person who has the requisite professional knowledge and experience, and is appointed by the Board of Directors. Its primary responsibilities include:

(1) to be responsible for matters such as preparation for general meetings and Board of Directors’ meetings, keeping of documents and management of shareholders’ information, handling information disclosures;
(2) to ensure that the Company will have a complete set of constitutional documents and records;
(3) to ensure that the Company will prepare and deliver according to law such reports and document as required by the competent authorities;
(4) to ensure that the Company’s registers of members are promptly established, and that persons entitled to receive the Company’s records and documents are furnished in a timely fashion.”

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Article 126 of the original Articles of Association is renumbered as Article 138.
Article 127 of the original Articles of Association is renumbered as Article 139.
Article 128 of the original Articles of Association is renumbered as Article 140 and is hereby amended as follows:
“ Article 140.

The Company shall have one general manager who shall be appointed or dismissed by the Board of Directors. The term of office of the general manager shall be 3 years, and is renewable upon re-appointment.

The Company shall have a number of deputy general managers, 1 chief accountant, chief economist, and chief engineer, all of which shall be nominated by the general manager, and to be appointed after decision by the Board of Directors to assist the works of the general manager.

The general manager, the deputy general manager, chief accountant, chief economist and chief engineer are senior management officer of the Company.

Persons who take office in other positions other than as directors in the controlling shareholder and effective controller of the Company, shall not be the senior management officer of the Company.”

Article 129 of the original Articles of Association is renumbered as Article 141 and is hereby amended as follows:
“ Article 141.
The general manager shall be accountable to the Board of Directors and exercise the following powers:
(1) to be in charge of the Company’s production, operation and management, to organize the implementation of the resolutions of the Board of Directors, and to report to the Board of Directors on his work;
(2) to organize the implementation of the Company’s annual operation plan and investment plan;
(3) to draft plans for the establishment of the Company’s internal management structure;

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(4) to draft the Company’s basic management system;
(5) to formulate specific rules and regulations of the Company;
(6) to make proposal on the appointment or dismissal of the Company’s deputy general manager, assistant to the general manager, chief accountant, chief economist, chief engineer;
(7) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board of Directors;
(8) to exercise other powers conferred by the Articles of Association and the Board of Directors.

139. An Article is added before Article 130 of the original Articles of Association as Article 142 of the existing Articles of Association, the contents of which are as follows:

“ Article 142.

The general manager shall formulate detailed working rules for the general manager and seek approval from the Board of Directors before implementation thereof.

The detailed working rules for the general manager shall include the following:
(1) the conditions, procedures and attendees for convening a general manager meeting;
(2) the respective duties and division of responsibility between the general manager and other senior management officer;
(3) the application of the Company’s funds and assets, the limits of the authority to enter into material contracts, and the mechanisms for reporting to the Board of Directors and Supervisory Committee;
(4) such other matters as the Board of Directors may think fit.”

140. Article 130 of the original Articles of Association is renumbered as Article 143.

141. Article 131 of the original Articles of Association is renumbered as Article 144.

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 132 of the original Articles of Association is renumbered as Article 145 and is hereby amended as follows:
“Article 145.

The general manager and other senior management officer may give notice of their resignation prior to the expiration of their term of office. The specific procedures and measures for the resignation shall be governed by the provisions of the labour contracts between the personnel and the Company.

Article 133 of the original Articles of Association is renumbered as Article 146.
Article 134 of the original Articles of Association is renumbered as Article 147 and is hereby amended as follows:
“Article 147

The Company’s Supervisory Committee shall formulate a set of rules for the Supervisory Committee to specify the rules of procedures and voting procedures of the Supervisory Committee in order to ensure the efficiency and scientific method in making decision.

The Rules Governing the Procedure for Operating the Supervisory Committee Meeting, which is regarded as the Appendix of this Articles of Association, is formulated by the Supervisory Committee and was approved at the general meeting. Such rules shall stipulate the convening and procedures for voting of the Supervisory Committee.

Article 135 of the original Articles of Association is renumbered as Article 148 and the following paragraph is added immediately after the second paragraph of Article 135 of the original Articles of Association as the third paragraph of this Article:

“When the term of Supervisors expires and re-election is not forthcoming, or when Supervisors resign during their term resulting to an insufficient number of member of the Supervisory Committee, before Supervisors are re-elected, the original Supervisor shall continue to perform their duties as Supervisor pursuant to the laws, administrative rules and provisions of this Articles of Association.”

Article 136 of the original Articles of Association is renumbered as Article 149 and the second paragraph of Article 136 of the original Articles of Association is hereby amended as follows:

“Unless the applicable laws, regulations, rules, normative documents and this Articles of Association expressly requires otherwise, non-staff representative Supervisors are nominated by the last session of Supervisory Committee or by one or more shareholders representing 10 per cent or more of all shares of the Company.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 137 of the original Articles of Association is renumbered as Article 150 and is hereby amended as follows:
“Article 150

No Directors, general manager or other senior management officers of the company shall act concurrently as Supervisors.”

Article 138 of the original Articles of Association is renumbered as Article 151 and is hereby amended as follows:
“Article 151

The Supervisory Committee shall be accountable to the general meeting and shall exercise the following functions and powers in accordance with laws:

(1) to monitor the Company’s financial affairs;
(2) to supervise the Directors, general manager and other senior management officers in their performance of duties and to propose the removal of Directors, general managers and other senior management officers who have contravened any law, administrative rules, this Articles of Association or resolutions passed at the general meeting;
(3) to demand any Director, general manager or other senior management officer of the Company who acts in a manner which is harmful to the Company’s interests to rectify such behaviour;
(4) to verify the financial reports, business reports, and profits distribution plans to be submitted by the Board of Directors to the general meeting and to appoint, in the Company’s name, registered accountants and practising auditors to assist in the re-examination of such information should any doubts arise in respect thereof;
(5) to review periodic reports of the Company prepared by the Board and to furnish written review opinions;
(6) to propose to convene an extraordinary general meeting, and to convene and preside over general meetings when the Board of Directors fails to perform the duty of convening and presiding over the general meeting in accordance with the Company law;
(7) to initiate proceedings against the Directors, general manager, and other senior management officers in accordance with the Company law and other requirements in this Articles of Association;

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  - (8) to conduct investigation into any irregularities in the Company’s operations identified and appoint professional institutes such as accounting firm and law firm to assist their work, the expenses will be borne by the Company;

  - (9) to exercise other functions and powers conferred by the laws, regulations and the Articles of Association.”

Article 139 of the original Articles of Association is renumbered as Article 152 and the following is added:
“Article 152 Supervisors may attend Board of Directors’ meetings and raise queries or suggestions in respect of the matters resolved by the Board of Directors.

Supervisors shall ensure that the information disclosed by the Company is true, accurate and complete.

Supervisors shall not prejudice the interests of the Company by means of their connected relationship with the Company. They shall be liable for compensation for any loss caused to the Company.”

Article 139 of the original Articles of Association is renumbered as Article 153 and is hereby amended as follows:

“Article 153 The meeting of the Supervisory Committee shall be held at least once every six months. Supervisors may propose to hold ad-hoc meetings of the Supervisory Committee. The Chairman of the Supervisory Committee is responsible for convening and holding the meetings of the Supervisory Committee. If the chairman of the Supervisory Committee is unable or fails to perform and exercise his functions and powers, the deputy Chairman of the Supervisory Committee shall convene and chair the Supervisory Committee meetings. If the deputy Chairman of the Supervisory Committee is unable or fails to perform and exercise his functions and powers, the Supervisory Committee meetings shall be convened and chaired by a Supervisor jointly nominated by more than half of all the Supervisors.

When convening a meeting of the Supervisory Committee, the convenor shall inform all Supervisors the date, venue, duration, subject matters and agenda of the meeting, the date of notice and etc by fax or speed post or registered mail 10 days but within 30 days from the meeting.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 140 of the original Articles of Association is renumbered as Article 154.
Article 141 of the original Articles of Association is renumbered as Article 155 and is hereby amended as follows:
“Article 155

The Supervisory Committee shall cause matters resolved during the meeting to be recorded to the minutes of meetings, and the attended Supervisors shall sign on the minutes of meetings. Supervisors are entitled to demand any descriptive record to be made in the minutes of meeting for any speech in the meetings. Minutes of meetings of the Supervisory Committee shall be records of the Company and shall be kept for at least 10 years.”

Article 142 of the original Articles of Association is renumbered as Article 156.
Article 143 of the original Articles of Association is renumbered as Article 157.
Article 144 of the original Articles of Association is renumbered as Article 158.
The word “Manager” in heading of Chapter 16 of the original Articles of Association is changed to “General Manager”.
Article 145 of the original Articles of Association is renumbered as Article 159 and is hereby amended as follows:
“Article 159
A person shall not serve as a Director, Supervisor, general manager or other senior management officer under any of the following circumstances:
(1) a person who does not have or who has limited capacity for civil acts;
(2) a person who has been sentenced for corruption, bribery, infringement of property, misappropriation of property or other crimes which destroy the social economic order, where less than 5 years have elapsed since the sentence was served, or a person who has been deprived of his political rights for committing a crime, where less than 5 years have elapsed since the sentence was served;
(3) a person who is a former director, head of factory, manager of a company or enterprise which has put into liquidation and who was personally liable for the insolvency of such company or enterprise, where less than 3 years have elapsed since the completion of the insolvent liquidation of the company or enterprise;

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APPENDIX

(4) a person who is a former legal representative of a company or enterprise the business license of which was revoked and was ordered to shut down due to a violation of law and who was personally liable, where less than 3 years have elapsed since the date of the revocation of the business license;
(5) a person who has a relatively large amount of debts due and outstanding;
(6) a person who is under criminal investigation or prosecution by judicial authorities for violation of criminal law, and the case of which is not yet concluded;
(7) a person who, according to laws and administrative rules, cannot act as a leader of an enterprise;
(8) a person other than a natural person;
(9) a person who has been convicted by the relevant competent authority for violation of relevant securities regulations, and such conviction involves a finding that such person has acted fraudulently or dishonestly, where less than 5 years have elapsed from the date of such conviction;
(10) person who is identified by CSRC as being prohibited from entering into the market and whose prohibition has not been released;
(11) other circumstances required by the laws, administrative rules and departmental regulations.

If the election or appointment of a Director is taken place in contravention of this Article, the said election, appointment or engagement shall be invalid. If a Director falls into any of the circumstances set forth in this Article during his term of office, the Company shall terminate his duties.”

Article 146 of the original Articles of Association is renumbered as Article 160 and the word “Manager” in this Article is changed to “General Manager”.
Article 147 of the original Articles of Association is renumbered as Article 161 and the word “Manager” in this Article is changed to “General Manager”.
Article 148 of the original Articles of Association is renumbered as Article 162 and the word “Manager” in this Article is changed to “General Manager”.

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

161 Article 149 of the original Articles of Association is renumbered as Article 163 and is hereby amended as follows:
“Article 163

The Directors, Supervisors, general managers or other senior management officers of the Company shall perform their duties in accordance with fiduciary principles; and shall not place themselves in a position where their personal interests and their duties may conflict with each other. This principle includes (without limitation) to discharge the following obligations:

(1) to act honestly and in the best interests of the Company;
(2) to act within the scope of his powers and not to exceed those powers;
(3) to exercise the discretion vested in him personally and not to allow himself to act under the control of another and, unless and to the extent permitted by the laws, administrative rules or with the consent of the general meeting (after informative information is provided), not to delegate the exercise of his discretion to the others;
(4) to treat shareholders of the same class equally and to treat shareholders of different classes fairly;
(5) unless otherwise provided for in the Articles of Association or as approved by the general meeting (after informative information is provided), not to enter into any contract, transaction or arrangement with the Company;
(6) without the consent of the general meeting (after informative information is provided), not to use the Company’s property in any manner for his own benefit;
(7) not to exploit his position to accept bribes or other illegal income or expropriate the Company’s property by any means, including (without limitation) opportunities that are favourable to the Company;
(8) not to accept commissions arising from transactions with the Company;
(9) to oblige the Articles of Association, faithfully perform his duties and protect the Company’s interests, and not to exploit his position and functions and powers in the Company to advance his personal interests;

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(10) not to make use of their position to obtain for themselves or others business opportunities which originally belonged to the Company, or to operate or operate for others business which is in the Company’s business line, or compete with the Company in any form, before obtaining consent of the general meeting (after informative information is provided);
(11) not to misappropriate the Company’s funds or lend such funds to any other person(s); not to use the Company’s assets or funds to set up deposit accounts in his own name or in the names of others; not to violate the requirements of this Articles of Association to lend such funds to any other person (s) or to use such assets as security for the debts of any other individual without obtaining consent at the general meeting or from the Board of Directors’ meeting;
(12) without the consent of general meeting (after informative information is provided), not to disclose confidential information relating to the Company obtained by him during his term of office; and not to use such information other than for the Company’s benefit. However, the disclosure of such information to a court or other governmental authorities is permitted if: 1. disclosure is required under law; 2. public interests require disclosure; 3. the interests of the relevant Directors, Supervisors, general manager and other senior management officers require disclosure.”

162. Two articles are added before Article 150 of the original Articles of Association as Article 164 and Article 165 of the existing Articles of Association, the contents of which are as follows:

“Article 164

Without the lawful authorization of this Articles of Association or the Board of Directors, any Director may not act in his own name on behalf of the Company or the Board of Directors. If he is to act in his own name and such act would cause a third party reasonably to believe that he is acting on behalf of the Company or the Board of Directors, he shall declare in advance his own position and in what capacity he is acting.

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APPENDIX

Article 165

If the Director, Supervisor, general manager and other senior management officer act in violation of laws, administrative rules, departmental regulations or the requirements of this Articles of Association in their discharge of duties of the Company and cause losses to the Company, they shall be liable for compensation.”

Article 150 of the original Articles of Association is renumbered as Article 166.
Article 151 of the original Articles of Association is renumbered as Article 167.
Article 152 of the original Articles of Association is renumbered as Article 168 and is hereby amended as follows:

“Article 168 Save as the circumstances provided in Article 58 of this Articles of Association, Directors, Supervisors, general manager or other senior management officers of the Company may be relieved of liability for specific breaches of certain duties by the consent of the shareholders given at a general meeting.”

Article 153 of the original Articles of Association is renumbered as Articles 169.
Article 154 of the original Articles of Association is renumbered as Articles 170.
Article 155 of the original Articles of Association is renumbered as Articles 171.
Article 156 of the original Articles of Association is renumbered as Articles 172.
Article 157 of the original Articles of Association is renumbered as Articles 173.
Article 158 of the original Articles of Association is renumbered to Article 174 and is hereby amended as follows:
“Article 174

For those loan or guarantee provided by the Company which violate the first clause of Article 172, the Company is not obliged to execute, save for the following circumstances:

(1) that the loan is provided to Directors, Supervisors, general managers and other senior management officers of the Company or its parent company or their respective associates, and the person providing the loans is not aware of their connections;
(2) that the collateral provided by the Company has been legally sold to bona fide purchaser by the party granting such loan.”

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Article 159 of the original Article of Association is renumbered as Article 175.
Article 160 of the original Article of Association is renumbered as Article 176 and is hereby amended as follows:
“Article 176

Directors may resign before expiry of their terms. Directors shall submit to the Board of Directors a written report in relation to the resignation.

If the resignation of a Director causes the number of Directors constituting the Board of Directors to fall below the minimum requirements, the original Director shall, prior to the appointment of new Director, continue to perform his or her duties as a Director in accordance with the provisions of laws, administrative rules, departmental regulation and this Articles of Association.

Save for the circumstances listed in the foregoing, the resignation of a Director shall take effect upon the written report in relation to the resignation is served to the Board of Directors.”

Article 161 of the original Article of Association is renumbered as Article 177.
Article 162 of the original Article of Association is renumbered as Article 178.
Article 163 of the original Article of Association is renumbered as Article 179.
Article 164 of the original Article of Association is renumbered as Article 180 and is hereby amended as follows:
“Article 180
The Company shall fulfil its obligations of information disclosure in accordance with the requirements of applicable laws, rules, departmental regulations, normative documents as well as the relevant provisions and requirements of the rules of the stock exchange in which the Company’s shares are listed.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 165 of the original Article of Association is renumbered as Article 181 and is hereby amended as follows:
“Article 181

The Company and its Directors, Supervisors, senior management officers shall ensure that the information disclosed is true, accurate and complete and there are no false representation, misleading statement or material omission herein. Except for information disclosed in accordance with the mandatory requirements, the Company shall actively disclose on a timely basis any information which may create a substantial effect on the decisions made by a shareholder or any other interested party, and shall ensure that all shareholders shall have the equal opportunity to obtain such information.”

Article 166 of the original Article of Association is renumbered as Article 182.
Article 167 of the original Article of Association is renumbered as Article 183.
Article 168 of the original Article of Association is renumbered as Article 184.
Article 169 of the original Article of Association is renumbered as Article 185.
The phrase “financial accounting system and profit distribution” in Chapter 18 of the original Articles of Association is changed to “financial accounting system, profits distribution and audit”.
Article 170 of the original Article of Association is renumbered as Article 186.
Article 171 of the original Article of Association is renumbered as Article 187.
Article 172 of the original Article of Association is renumbered as Article 188.
Article 173 of the original Article of Association is renumbered as Article 189.
Article 174 of the original Article of Association is renumbered as Article 190.
Article 175 of the original Article of Association is renumbered as Article 191.
Article 176 of the original Article of Association is renumbered as Article 192.

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 177 of the original Article of Association is renumbered as Article 193 and is hereby amended as follows:
“Article 193

The company shall not set another set of accounting books except the statutory accounting books. The company’s assets shall not be deposited in any accounts opened in the name of an individual.”

Article 178 of the original Article of Association is renumbered as Article 194.
Article 179 of the original Article of Association is renumbered as Article 195 and is hereby amended as follows:
“Article 195 The Company may distribute dividend in the following ways:
- (1) cash;
- (2) shares.

The Company shall attach importance to reasonable return to investors when making distribution on profit. Reasons of no profit distribution in cash by the Board of Directors’ shall be justified and disclosed in the regular reports, and the Independent Directors shall give their independent opinion thereon. In case of fund of a listed company appropriated by a shareholder, the Company shall make a deduction to the cash dividend distributable to such a shareholder to repay the fund appropriated thereby.”

Article 180 of the original Articles of Association is renumbered as Article 196 and the following three paragraphs are added after the third paragraph of Article 180 of the original Articles of Association as the fourth, fifth and sixth paragraphs of this Article:

“Regarding the rights for the termination of the certificate of dividend sent by mail delivery, if the certificate of dividend is not cashed, the exercise of the right shall begin after such dividend certificates are not cashed twice. However, the right may be exercised when such dividend certificate is returned for no recipient for the first time.

Regarding the right in respect of selling the shares of shareholders who cannot be contacted, such right shall not be exercised unless the following requirements are met: (i) there are allocation of dividends for at least three times to such shares within twelve years, and shareholders have not claimed for any dividends during that period, and (ii) upon the expiry of the twelve year period, an press announcement was made by the Company indicating the intention to sell the shares; and such intention was informed to the Hong Kong Stock Exchange.

The right to withdraw the unclaimed dividend shall be exercised only after the expiration of the relevant applicable time limit.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 181 of the original Article of Association is renumbered as Article 197 and is hereby amended as follows:
“Article 197

When distributing the current year’s after-tax profits, the Company shall allocate 10% of its profits into its statutory common reserve fund. When the aggregate amount of the statutory common reserve fund has reached 50% or more of its registered capital, further allocations are not required.

If the Company’s statutory common reserve fund is not sufficient to make up for its losses incurred during the previous year, the current year’s profits shall be used to make up for such losses, before allocations are made to the statutory common reserve fund in accordance with provisions of the preceding paragraph.

After the Company has allocated funds from the after-tax profits for the statutory common reserve fund and subject to a resolution adopted at the general meeting, it may also allocate funds from the after-tax profits to the discretionary common reserve fund.

After the Company has made up for its losses and allocated statutory surplus reserve from its profit after taxation, the remaining can be allocated pursuant to the shareholding of the shareholders.

If the general meeting has, in violation of the provisions of the preceding clause, distributed profits to the shareholders before the Company has made up for its losses and made allocations to the statutory common reserve fund, the shareholders must return the profits distributed in violation of the provision to the company.

No profits shall be distributed in respect of the shares held by the Company.”

Article 182 of the original Articles of Association is renumbered as Article 198 and is hereby amended as follows:

“Article 198

The surplus reserve fund of the Company is used to make up losses of the Company and to increase production and business operations or to increase capital by means of conversion. However, the capital reserve fund of the Company shall not be used to make up company’s losses.

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APPENDIX

At the time of conversion of the statutory surplus fund into capital, the amount retained in such fund shall not be less than 25% of the Company’s registered capital before the said conversion.”

197. Article 183 of the original Articles of Association is renumbered as Article 199 and is hereby amended as follows:

“Article 199

Where a proposal on cash dividends, bonus shares or increase of share capital by way of transfer from capital reserves, the Company shall implement the specific scheme within two months upon conclusion of the general meeting.

After the resolution of profit distribution plan has been proposed at the general meeting, the Board of Directors of the Company is required to complete the distribution of dividends (or shares) within two months following the general meeting.”

Article 184 of the original Article of Association is renumbered as Article 200 and is hereby amended as follows:

“Article 200 Dividend and other distributions of the Company shall be denominated and declared in RMB. Cash dividend and other cash distributions of domestic shares shall be paid in RMB. Cash dividend and other distributions of overseas listed foreign shares shall be paid in US dollars. Cash dividend and other distributions of overseas listed foreign shares traded in Hong Kong Stock Exchange shall be paid in Hong Kong dollars.

Dividend or other distributions paid in currency other than RMB shall apply the average rate of the middle exchange rate between such currency and RMB of two working days as its exchange rate quoted one week prior to the declaration of such dividend or other distributions.”

199. Two articles are added before Article 185 of the original Articles of Association as Article 201 and Article 202 of Chapter 18 of the existing Articles of Association, the contents of which are as follows:

“Article 201 The Company shall establish an internal audit system by employing professional auditing staff, who shall conduct internal audit and control on the income and expenses and economic activities of the Company.

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APPENDIX

Article 202

The Company’s internal audit system and the designation of auditing personnel’s responsibilities shall become effective after the approval by the Board of Directors. The person in charge of the audit shall be accountable to the Board of Directors and shall report to the Board of Directors.”

Article 185 of the original Articles of Association is renumbered as Article 203 and the first paragraph of Article 185 of the original Articles of Association is amended as follows:

“The Company shall appoint an independent accounting firm that complies with the relevant regulations of the State to audit the Company’s financial statements and annual financial reports, conduct verification of net assets, carry out other relevant consultation services and audit other financial reports of the Company.”

Article 186 of the original Articles of Association is renumbered as Article 204 and is hereby amended as follows:
“Article 204

The accounting firm appointed by the Company shall hold office for a period of one year, commencing from the conclusion of the annual general meeting until the conclusion of the next annual general meeting and be subject to reappointment.”

Article 187 of the original Articles of Association is renumbered as Article 205 and the word “Manager” in this Article is changed to “General Manager”.
An article is added before Article 188 of the original Articles of Association as Article 206 of the existing Articles of Association, the contents of which are as follows:

“Article 206 The company should guarantee that it provides true and complete accounting evidences, books, financial and accounting reports and other accounting data to the accounting firm it appoints without any refusal, withholding and false information.”

Article 188 of the original Articles of Association is renumbered as Article 207.
Article 189 of the original Articles of Association is renumbered as Article 208.
Article 190 of the original Articles of Association is renumbered as Article 209.
Article 191 of the original Articles of Association is renumbered as Article 210 and the first paragraph of Article 191 of the original Articles of Association is amended as follows:

“The Company’s appointment, removal or non-reappointment of an accounting firm shall be determined by the general meeting. Such resolution shall be filed with securities regulatory authority of the State Council.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 192 of the original Articles of Association is renumbered as Article 211.
Article 193 of the original Articles of Association is renumbered as Article 212.
Article 194 of the original Articles of Association is renumbered as Article 213.
Article 195 of the original Articles of Association is renumbered as Article 214.
Article 196 of the original Articles of Association is deleted in entirety.
Article 197 of the original Articles of Association is renumbered as Article 215 and the first paragraph of Article 197 of the original Articles of Association is amended as follows:

“The Company shall protect the legal rights of its staff and workers and entered into employment contracts according to laws, and participate in social insurance plan and strengthen the protection of its staff and worker and realize safe production.”

Article 198 of the original Articles of Association is renumbered as Article 216 and is hereby amended as follows:
“Article 216

According to the Trade Union Law of the People’s Republic of China, the Company’s employees may form trade union and carry out trade union activities to protect their legal rights. The Company shall provide the necessary conditions to the trade unions. The employee representative of the Company’s trade union shall enter into collective contracts with the Company with respect to matters such as salaries, working hour, benefits, insurance as well as work safety.”

Article 199 of the original Articles of Association is renumbered as Article 217 and is hereby amended as follows:
“Article 217

When the Company studies significant issues concerning reforms and operations and formulates important rules and systems, it should listen to the opinion of the trade union and it should listen to the opinion and proposals of the trade union through trade union’s representative meetings or other means.”

Article 200 of the original Articles of Association is renumbered as Article 218.
Article 201 of the original Articles of Association is renumbered as Article 219 and the third paragraph of Article 201 of the original Articles of Association is amended as follows:

“The creditors shall be entitled to request the Company to repay its debts or provide appropriate guarantees within thirty days of the receipt of the notification, or where no such notification is received, within forty-five days from the date of the first published announcement.”

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APPENDIX

Article 202 of the original Articles of Association is renumbered as Article 220 and the third paragraph of Article 202 of the original Articles of Association is amended as follows:

“Liabilities prior to the demerger shall be borne by the Company after such demerger pursuant to agreement entered into. However, other arrangements as set out in the written agreement entered into between the Company and the creditors before the demerger in respect of the repayment of debts are excepted.”

Article 203 of the original Articles of Association is renumbered as Article 221.
Article 204 of the original Articles of Association is renumbered as Article 222 and is hereby amended as follows:
“Article 222

The Company shall be dissolved upon the occurrence of the following events:

(1) a resolution for dissolution has been passed at a general meeting;
(2) the dissolution is necessary as a result of a merger or division of the Company;
(3) the Company is declared bankrupt according to law due to its failure to repay debts as they become due;
(4) the Company has its business license revoked, or is ordered to shut down, or is cancelled in accordance with the law; or
(5) the Company experiences any significant difficulty in its operations or management so that the benefits of its shareholders will suffer great losses if the Company continue to exist and this cannot be resolved by any other means, in which case the shareholders who hold 10% or more of the voting rights of all the shareholders may petition to the court to dissolve the Company.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 205 of the original Articles of Association is renumbered as Article 203 and is hereby amended as follows:
“Article 223

When the Company is dissolved pursuant to items (1), (4), (5) of the preceding Article, a liquidation committee shall be set up within fifteen days commencing from the date on which the events being the grounds for dissolution has been occurred and the composition of which shall be determined by an ordinary resolution at a general meeting. If no liquidation committee has been established to conduct liquidation within the time limit, the creditors may request the People’s Court to designate the relevant personnel to form a liquidation committee to conduct liquidation.

If the Company is to be dissolved pursuant to item (3) of the preceding Article, the People’s Court shall, according to the relevant laws, organize the shareholders, relevant authorities and professionals to form a liquidation committee so as to carry out the liquidation.”

Article 206 of the original Articles of Association is renumbered as Article 224.
Article 207 of the original Articles of Association is renumbered as Article 225 and is hereby amended as follows:

“Article 225 The liquidation committee shall notify the creditors within 10 days of its establishment, and issue public announcements in newspapers at least three times within 60 days.

The creditors shall report their claims to the liquidation committee within thirty days of the receipt of the notification, or in the event that no such notification is received, within forty-five days of the date of the first published announcement. When the creditors report their claims, they shall explain clearly relevant matters regarding the claims and provide supporting evidence. The liquidation committee shall register the claims. The liquidation committee may not reimburse any such creditor during the period of such creditor’s claim.”

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 208 of the original Articles of Association is renumbered as Article 226 and is hereby amended as follows:

“Article 226 The liquidation team shall, during the liquidation period, perform the following duties:

(1) dispose of the Company’s assets, prepare balance sheets and asset list;
(2) give notices or make public announcements to the creditors;
(3) deal with and liquidate the unfinished business of the Company in relation to the liquidation;
(4) settle all tax in arrear and the tax incurred during liquidation;
(5) repay all the claims and debts;
(6) deal with the remaining assets of the Company after the repayment of debts;
(7) represent the Company in civil proceedings.”
Article 209 of the Articles of Association is renumbered as Article 227 and is hereby amended as follows:

“Article 227 The liquidation committee shall, after examining the Company’s assets, preparing the balance sheets and an inventory of assets, formulate a liquidation plan and present it to the general meeting or the relevant governing authority for confirmation.

The assets of the Company shall be distributed in the following order:

(1) the liquidation expenses;
(2) paying wages, social insurance contributions and statutory compensation of the Company’s employees;
(3) taxes owed by the Company;
(4) the debts of the Company.

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APPENDIX

After the assets are applied by the Company to settle debts in accordance with the above provisions, the remaining assets shall be distributed to the shareholders according to the class of shares held by them and the proportion of their shareholdings.

During the liquidation period, the Company may exist but shall not engage in any business activities not related to liquidation.”

Article 210 of the original Articles of Association is renumbered as Article 228.
Article 211 of the original Articles of Association is renumbered as Article 229.
Article 212 of the original Articles of Association is renumbered as Article 230.
Article 213 of the original Articles of Association is renumbered as Article 231.
Article 214 of the original Articles of Association is renumbered as Article 232 and is hereby amended as follows:

“Article 232

Where any amendments to the Articles of Association (as approved by resolution of the general meeting) which require the examination and approval by the competent authority, they shall be reported to competent authority for approval. Where such amendments involve company registration matters, they shall be subject to the alteration of registration according to laws.”

Article 215 of the original Articles of Association is renumbered as Article 233.
Article 216 of the original Articles of Association is renumbered as Article 234.
Article 217 of the original Articles of Association is renumbered as Article 235 and the word “Manager” in this Article is changed to “General Manager”.
Article 218 of the original Articles of Association is renumbered as Article 236.
Article 219 of the original Articles of Association is renumbered as Article 237.

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 220 of the original Articles of Association is renumbered as Article 238 and is hereby amended as follow:

“Article 238 The words “more than”, “within”, “less than”, “exceed” in this Articles of Association include the number itself; “not more than”, “beyond”, “lower than”, “over” in this Articles of Association do not include the number itself.

Article 221 of the original Articles of Association is renumbered as Article 239 and is hereby amended as follows:

“Article 239”	Unless the context otherwise requires, the following terms
	and expressions contain the following meanings:
“Articles of Association”/	articles of association of the Company
“this Articles of Association”
“Company”/“this Company”	Tianjin Capital Environmental Protection Company Limited
“Subsidiary”	include wholly-owned subsidiary and holding subsidiary
“Board of Directors”	the board of directors of the Company
“Chairman”	The chairman of the Company
“Directors”	The directors of the Company
“Supervisory Committee”	The supervisory committee of the Company
“Chairman of the	The chairman of the supervisory committee of the Company
Supervisory Committee”
“Supervisors”	The supervisors of the Company
“Promoters ”	Tianjin Bohai Chemical Industry (Group) Company Limited
“Debentures”	marketable securities issued in accordance with the laws,
	rules and regulations of the PRC of which the principal and
	interest is paid in a specific period of time, including
	debentures convertible into shares of the Company
“RMB”	the lawful currency of the PRC
“Secretary”	the secretary to the Board of Directors appointed by the Board
	of Directors of the Company
“PRC”	The People’s Republic of China

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

“law of the PRC”	the PRC Constitution or the laws, rules and regulations which
	are in effect in the PRC (subject to the context)
“Company Law”	The Company Law of the PRC which was passed at the fifth
	meeting of the Eighth Session of the Standing Committee of
	the NPC held on 29 December 1993 and became effective on
	1 July 1994. It underwent the first revision at the thirteen
	meeting of the Ninth Session of the Standing Committee of
	the NPC held on 25 December 1999 and it underwent the
	second revision at the eleventh meeting of the Tenth Session
	of the Standing Committee of the NPC held on 28 August
	2004. It further underwent the third revision at the eighteenth
	meeting of the Tenth session of the Standing Committee of the
	NPC held on 27 October 2005
“Securities Laws”	the Securities Law of the PRC which was passed at the Sixth
	meeting of the Ninth Session of the Standing Committee of
	the NPC on 29 December 1998 and became effective on 1 July
	1999. It underwent the first revision at the eleventh meeting
	of the Tenth Session of the Standing Committee of the NPC
	held on 28 August 2004 and underwent the second revision at
	the eighteenth meeting of the Tenth Session of the Standing
	Committee of the NPC held on 27 October 2005
“Hong Kong register of	register of members placed in Hong Kong pursuant to the
members”	requirements of this Articles of Association
“Hong Kong Stock	The Stock Exchange of Hong Kong Limited
Exchange”
“Arbitrator”	China International Economic and Trade Arbitration
	Commission or the Hong Kong International Arbitration
	Center
“Special resolutions”	Resolutions voted and passed by two-third of the shareholders
	attended the meeting
“Ordinary resolutions”	Resolutions voted and passed by simple majority of the
	shareholders attended the meeting
“Actual controller”	a person who is not a shareholder of the Company but is able
	to exercise control over the acts of the Company through an
	investment relationship, agreement or other arrangement

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APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

“Connected relationship” relationship among the controlling shareholders, the actual controllers, the Directors, the Supervisors, senior management officers and directly or indirectly controlled enterprises of the Company, and other relationship which may cause the transfer of the interest of the Company, provided that, for state-controlled enterprises, connected relationship appears not only because they are under the control of the state. The board is responsible for explaining this Article.

Article 222 of the original Articles of Association is renumbered as Article 240.
Article 223 of the original Articles of Association is renumbered as Article 241.

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SUPPLEMENTAL NOTICE OF THE AGM

==> picture [55 x 55] intentionally omitted <==

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

(Stock Code: 1065)

SUPPLEMENTAL NOTICE OF THE AGM

This notice is supplemental to the Notice (the “ Notice ”) of the Annual General Meeting (the “ AGM ”) of Tianjin Capital Environmental Protection Company Limited (the “ Company ”) to be held on 30 June 2006 at 10:30 a.m. issued on 12 May 2006. After the despatch of the Notice to the shareholders of the Company, some material changes on the information on the resolutions to be considered at the forthcoming AGM were came to the attention of the board (the “ Board ”) of directors of the Company (i.e. (i) the inclusion of a special resolution to consider and approve the Proposed Amendments to the Articles of Association (as defined and described in the Appendix of the circular of the Company dated 15 June 2006); and (ii) the deletion of an ordinary resolution which is for considering that the Company enters into the guarantee for securing the loans granted to Qujing Capital Water Company Limited ( ) (“ Qujing Capital ”)).

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Company received a letter from its controlling shareholder, Tianjin Municipal Investment Company Limited on 13 June 2006, requesting for the inclusion of a special resolution to consider and approve the Proposed Amendments to the Articles of Association at the forthcoming AGM. On 13 June 2006, the Board, by way of facsimile, resolved to put forward the special resolution mentioned below at the forthcoming AGM for consideration and approval.

Pursuant to the letter dated 13 June 2006 from Tianjin Municipal Investment Company Limited and on the basis that ordinary resolutions numbered 1 to 7 and the special resolutions numbered 1 to 2 for the AGM remain unchanged, the following special resolution is proposed to the AGM as special resolution numbered 3:

As special resolution:

“3. Subject to all the necessary approvals and/or consents from the relevant PRC authorities and bodies being obtained and/or the procedures as required under the laws and regulations of the PRC being completed,
(a) to consider and approve the Proposed Amendments to the Articles of Association (as defined and described in the Appendix of the circular of the Company dated 15 June 2006, a copy of which was marked “A” and has been produced to the AGM and signed by the chairman of the AGM for the purpose of identification)*; and

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SUPPLEMENTAL NOTICE OF THE AGM

(b) to authorise the Board to do all such further acts and things and take all steps which in the Board’s opinion may be necessary, desirable and expedient to give effect to such amendments, including but not limited to application for approval of, registration of or filing the amended articles of association of the Company to the relevant governmental authorities of the PRC and Hong Kong and making further amendments as governmental authorities of the PRC may require.”
At the time after the amended articles of association of the Company becomes effective (i.e. upon this special resolution 3 is passed at the AGM and the necessary approvals are obtained), the clauses and provisions as set out in the amended articles of association of the Company shall prevail over the clauses and provisions as set out in (i) the Rules Governing the Procedures for Operating the Shareholders’ General Meeting of the Company; (ii) the Rules Governing the Procedure for Operating the Board Meeting of the Company; and (iii) the Rules Governing the Procedure for Operating the Supervisory Committee Meeting of the Company if there is any discrepancy arisen between them.

GUARANTEE FOR SECURING THE LOANS GRANTED TO QUJING CAPITAL

As stated in the Notice, an ordinary resolution was scheduled to be proposed at the forthcoming AGM for considering and approving the provision of guarantee by the Company for securing the loans granted to Qujing Capital. However, Qujing Capital has just been able to agree with the bank that a loan with be granted, of which guarantee from the Company is not required. In this circumstance, the ordinary resolution no. 8, namely “to consider the resolution that the Company enters into the guarantee for securing the loan granted to Qujing Capital” as stated in the Notice will be deleted and not be considered at the forthcoming AGM as the provision of guarantee by the Company for securing the loan granted to Qujing Capital is no longer required.

By order of the Board Ma Baiyu Chairman

Tianjin, the PRC 15 June 2006

— 82 —

AI assistant

Rego Interactive Co., Ltd — AGM Information 2006

50588_rns_2006-06-15_5b5be6b5-0e0b-4f12-966c-4e4ef6cb74e8.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Stock Code: 1065)

SUPPLEMENTAL NOTICE OF THE AGM & PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

CONTENTS

DEFINITIONS

LETTER FROM THE BOARD

(Stock Code: 1065)

SUPPLEMENTAL NOTICE OF THE AGM & PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

GUARANTEE FOR SECURING THE LOANS GRANTED TO QUJING CAPITAL

RECOMMENDATION

AGM

LETTER FROM THE BOARD

19. Article 17 of the original Articles of Association is renumbered as Article 19 and is hereby amended as follows:

“ Article 37.

“ Article 60.

Article 98.

108. Article 100 of the original Articles of Association is renumbered as Article 111 and is hereby amended as follows:

APPENDIX

124. Article 115 of the original Articles of Association is renumbered as Article 127.

125. Article 116 of the original Articles of Association is renumbered as Article 128.

126. Article 117 of the original Articles of Association is renumbered as Article 129.

139. An Article is added before Article 130 of the original Articles of Association as Article 142 of the existing Articles of Association, the contents of which are as follows:

“ Article 142.

140. Article 130 of the original Articles of Association is renumbered as Article 143.

141. Article 131 of the original Articles of Association is renumbered as Article 144.

APPENDIX

162. Two articles are added before Article 150 of the original Articles of Association as Article 164 and Article 165 of the existing Articles of Association, the contents of which are as follows:

197. Article 183 of the original Articles of Association is renumbered as Article 199 and is hereby amended as follows:

199. Two articles are added before Article 185 of the original Articles of Association as Article 201 and Article 202 of Chapter 18 of the existing Articles of Association, the contents of which are as follows:

SUPPLEMENTAL NOTICE OF THE AGM

(Stock Code: 1065)

SUPPLEMENTAL NOTICE OF THE AGM

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

As special resolution:

SUPPLEMENTAL NOTICE OF THE AGM

GUARANTEE FOR SECURING THE LOANS GRANTED TO QUJING CAPITAL

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