THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

If you have sold or transferred all your shares in RemeGen Co., Ltd.* (榮昌生物製藥(煙台)股份有限公司), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

RemeGen 荣昌生物

RemeGen Co., Ltd.*

榮昌生物製藥(煙台)股份有限公司

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

(Stock Code: 9995)

(1) 2024 REPORT ON THE WORK OF THE BOARD OF DIRECTORS
(2) 2024 REPORT ON THE WORK OF THE SUPERVISORY COMMITTEE
(3) 2024 FINANCIAL ACCOUNTS REPORT
(4) 2024 ANNUAL REPORT AND ACCOUNTS
(5) 2024 PROFIT DISTRIBUTION PLAN
(6) RE-APPOINTMENT OF 2025 DOMESTIC AND FOREIGN ACCOUNTING FIRMS
(7) REMUNERATION OF DIRECTORS
(8) REMUNERATION OF SUPERVISORS
(9) GENERAL MANDATE TO ISSUE ADDITIONAL SHARES OF THE COMPANY
(10) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(11) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS
(12) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS
(13) PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE FOR THE INDEPENDENT DIRECTORS AND NOTICE OF 2024 ANNUAL GENERAL MEETING NOTICE OF 2025 FIRST CLASS MEETING OF H SHAREHOLDERS

Notices convening the AGM and the H Share Class Meeting of RemeGen Co., Ltd.* (榮昌生物製藥(煙台)股份有限公司) to be held at 2:00 p.m. and 2:40 p.m. or immediately after the conclusion of the AGM and the A Share Class Meeting, respectively, on June 26, 2025 at Room 6134, Phase III Building of the Company at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC are set out in this circular. Forms of proxy for use at the AGM and the H Share Class Meeting are also enclosed. Such forms of proxy are also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.remegen.com).

Shareholders who intend to appoint a proxy to attend the AGM and/or the H Share Class Meeting shall complete and return the enclosed form(s) of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the AGM and the H Share Class Meeting or any adjournment thereof (as the case may be). Completion and return of the form(s) of proxy will not preclude Shareholders from attending and voting in person at the AGM and/or the H Share Class Meeting if they so wish.

Reference to times and dates in this circular are to Hong Kong local times and dates.

For identification purpose only

May 27, 2025

CONTENTS

Page

DEFINITIONS ... I

LETTER FROM THE BOARD ... 4

APPENDIX I - 2024 REPORT ON THE WORK OF THE BOARD OF DIRECTORS ... I-1

APPENDIX II - 2024 REPORT ON THE WORK OF THE SUPERVISORY COMMITTEE ... II-1

APPENDIX III - 2024 FINANCIAL ACCOUNTS REPORT ... III-1

APPENDIX IV - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ... IV-1

APPENDIX V - PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS ... V-1

APPENDIX VI - PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS ... VI-1

APPENDIX VII - PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE FOR THE INDEPENDENT DIRECTORS ... VII-1

NOTICE OF 2024 ANNUAL GENERAL MEETING ... AGM-1

NOTICE OF 2025 FIRST CLASS MEETING OF H SHAREHOLDERS ... HCM-1

DEFINITIONS

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

“2022 A Share Scheme” the 2022 Restricted A Share Incentive Scheme of the Company in its present or any amended form as adopted by the Company on December 28, 2022

“A Share(s)” the ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange

“A Share Class Meeting” the 2025 first class meeting of A Shareholders to be held on June 26, 2025 immediately after the conclusion of the AGM, or any adjournment thereof

“A Shareholder(s)” holder(s) of A Share(s)

“AGM” or “Annual General Meeting” the 2024 annual general meeting of the Company to be held on June 26, 2025 at 2:00 p.m., or any adjournment thereof

“Articles of Association” the articles of association of the Company currently in force (as amended from time to time)

“Audit Committee” the audit committee of the Board

“Board of Directors” or “Board” the board of Directors

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

“Company” RemeGen Co., Ltd.* (榮昌生物製藥(煙台)股份有限公司)

“Company Law” the Company Law of the People’s Republic of China (《中華人民共和國公司法》)

“CSRC” China Securities Regulatory Commission (中國證券監督管理委員會)

“Director(s)” the director(s) of the Company

– 1 –

DEFINITIONS

"First H Share Award and Trust Scheme" the First H Share Award and Trust Scheme of the Company in its present or any amended form as adopted by the Company on March 23, 2021

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

"Guidelines on the Articles of Listed Companies" the Guidelines on the Articles of Association of Listed Companies (2025 Revision) (《上市公司章程指引(2025年修訂)》)

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

"H Share Class Meeting" the 2025 first class meeting of H Shareholders to be held on June 26, 2025 at 2:40 p.m. or immediately after the conclusion of the AGM and the A Share Class Meeting, or any adjournment thereof

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

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"IFRS" International Financial Reporting Standards

"Latest Practicable Date" May 20, 2025, being the latest practicable date prior to the finalisation of this circular for ascertaining certain information in this circular

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

"Notice of the AGM" the notice of the AGM dated May 27, 2025, a copy of which is set out on pages AGM-1 to AGM-3 of this circular

"Notice of the H Share Class Meeting" the notice of the H Share Class Meeting dated May 27, 2025, a copy of which is set out on pages HCM-1 to HCM-2 of this circular

"PRC GAAP" the generally accepted accounting principles of the PRC

"RMB" Renminbi, the lawful currency of the PRC

DEFINITIONS

"Rules of Procedures for the Board of Directors"
the rules of procedures for the board of directors of the Company (as amended from time to time)

"Rules of Procedures for the Meeting of Shareholders"
the rules of procedures for the meeting of shareholders of the Company (as amended from time to time)

"Rules of Procedures for the Supervisory Committee"
the rules of procedures for the supervisory committee of the Company (as amended from time to time)

"Second H Share Award and Trust Scheme"
the Second H Share Award and Trust Scheme of the Company in its present or any amended form as adopted by the Company on July 14, 2023

"Securities Law"
the Securities Law of the People's Republic of China (《中華人民共和國證券法》)

"Share(s)"
ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, comprising A Shares and H Shares

"Shareholder(s)"
holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Supervisor(s)"
the supervisor(s) of the Company

"Supervisory Committee"
the supervisory committee of the Company

"Terms of Reference for the Independent Directors"
the terms of reference for the independent directors of the Company (as amended from time to time)

"%"
percent

LETTER FROM THE BOARD

RemeGen

栄昌生物

RemeGen Co., Ltd.*

榮昌生物製藥(煙台)股份有限公司

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

(Stock Code: 9995)

Executive Directors:
Mr. Wang Weidong (Chairman)
Dr. Fang Jianmin
Mr. Lin Jian
Mr. Wen Qingkai

Registered office, headquarters and principal place of business in the PRC:
58 Middle Beijing Road
Yantai Development Zone
Yantai Area of Shandong Pilot Free Trade Zone PRC

Non-executive Directors:
Dr. Wang Liqiang
Dr. Su Xiaodi

Principal place of business in Hong Kong:
40th Floor, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong

Independent Non-executive Directors:
Mr. Hao Xianjing
Mr. Chen Yunjin
Mr. Huang Guobin

May 27, 2025

To the Shareholders:
Dear Sir/Madam,

LETTER FROM THE BOARD

I. INTRODUCTION

Reference is made to the announcement of the Company dated May 26, 2025 in relation to, among others, the proposed amendments to the Articles of Association, the Rules of Procedures for the Meeting of Shareholders, the Rules of Procedures for the Board of Directors and the Terms of Reference for the Independent Directors.

The purpose of this circular is to provide you with the Notice of the AGM, the Notice of the H Share Class Meeting and the information reasonably necessary to enable you to make an informed decision on voting in respect of the proposed resolutions at the AGM and the H Share Class Meeting.

II. DETAILS OF THE RESOLUTIONS

1. 2024 Report on the Work of the Board of Directors

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Report on the Work of the Board of Directors, the full text of which is set out in the Appendix I to this circular.

2. 2024 Report on the Work of the Supervisory Committee

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Report on the Work of the Supervisory Committee, the full text of which is set out in the Appendix II to this circular.

3. 2024 Financial Accounts Report

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Financial Accounts Report, the full text of which is set out in the Appendix III to this circular.

4. 2024 Annual Report and Its Summary

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Annual Report and its summary.

The 2024 annual report of the Group (for A Shares and prepared in accordance with PRC GAAP) and its summary were set out and published on the websites of the Shanghai Stock Exchange (www.sse.com.cn), the Stock Exchange (www.hkexnews.hk) and the Company (www.remegen.com) on March 27, 2025.

The 2024 annual report of the Group (for H Shares and prepared in accordance with IFRS) were set out and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.remegen.com) on April 28, 2025.

LETTER FROM THE BOARD

5. 2024 Profit Distribution Plan

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Profit Distribution Plan. According to the overall development strategy and the actual operation conditions of the Company, the Company proposed not to distribute profits and not to convert capital reserve into share capital for the year 2024.

6. Re-appointment of 2025 domestic and foreign accounting firms

An ordinary resolution will be proposed at the AGM to consider and approve the re-appointment of Ernst & Young Hua Ming LLP (安永華明會計師事務所(特殊普通合夥)) and Ernst & Young as the PRC financial report auditors and international financial report auditors of the Company for 2025, respectively, for a term until the conclusion of the 2025 annual general meeting of the Company, and authorized the Board of Directors to determine the specific matters, including but not limited to their remunerations, in relation to such appointment.

The above proposal on the re-appointment of PRC financial report auditors and international financial report auditors for 2025 was considered and approved at the meeting of the Board held on March 27, 2025.

7. Remuneration of Directors

In accordance with the relevant system documents and remuneration appraisal plan of the Company, the remuneration of the Company's Directors for 2024 is hereby confirmed as follows:

Mr. Wang Weidong's salaries, allowances and benefits in kind were RMB2.13 million, performance related bonuses were RMB420,000 and share-based payment expenses were RMB7.813 million for the year 2024.

Dr. Fang Jianmin's fees were RMB712,000, salaries, allowances and benefits in kind were RMB4.876 million, performance related bonuses were RMB1.759 million and pension scheme contributions were RMB42,000 for the year 2024.

Mr. Lin Jian's salaries, allowances and benefits in kind were RMB480,000, performance related bonuses were RMB329,000 and share-based payment expenses were RMB167,000 for the year 2024.

Dr. He Ruyi's salaries, allowances and benefits in kind were RMB5.202 million, performance related bonuses were RMB267,000 and share-based payment expenses were RMB10.177 million for the year 2024.

Dr. Wang Liqiang did not receive any remuneration for the year 2024.

LETTER FROM THE BOARD

Dr. Su Xiaodi did not receive any remuneration for the year 2024.

Mr. Hao Xianjing’s fees were RMB300,000 for the year 2024.

Dr. Ma Lan’s fees were RMB262,000 for the year 2024.

Mr. Chen Yunjin’s fees were RMB300,000 for the year 2024.

In 2025, the Company intends to adjust the remuneration packages of Directors based on the remuneration structure of Directors, remuneration increases of peers, inflation, development strategy of the Company and the actual performance of individuals. An ordinary resolution will be proposed at the AGM for Shareholders’ consideration and approval.

8. Remuneration of Supervisors

In accordance with the relevant system documents and remuneration appraisal plan of the Company, the remuneration of the Company’s Supervisors for 2024 is hereby confirmed as follows:

Mr. Ren Guangke’s salaries, allowances and benefits in kind were RMB800,000, performance related bonuses were RMB144,000 and pension scheme contributions were RMB42,000 for the year 2024.

Mr. Li Zhuanglin’s salaries, allowances and benefits in kind were RMB1.746 million, performance related bonuses were RMB520,000 and pension scheme contributions were RMB42,000 for the year 2024.

Mr. Li Yupeng did not receive any remuneration for the year 2024.

In 2025, the Company intends to adjust the remuneration packages of Supervisors based on the remuneration structure of Supervisors, remuneration increases of peers, inflation, development strategy of the Company and the actual performance of individuals. An ordinary resolution will be proposed at the AGM for Shareholders’ consideration and approval.

9. General Mandate to Issue Additional Shares of the Company

In order to seize market opportunities and ensure flexibility to issue new Shares, a special resolution will be proposed at the AGM to consider and approve the grant to the Board of Directors of an unconditional general mandate to authorize the Board of Directors to, subject to market conditions and the needs of the Company, separately or concurrently issue, allot and deal with Shares not exceeding 20% of the total issued Shares of the Company as at the date of passing the resolution at the AGM, and to approve and execute all necessary documents, submit all necessary application procedures to the relevant authorities and take other necessary actions for the completion of the above matters.

LETTER FROM THE BOARD

I. Authorization matters of additional issuance of Shares of the Company

(I) It is proposed at the AGM to approve the grant of an unconditional general mandate to the Board of Directors (and the Board to authorize the chairman of the Board and his authorized person(s)) (unless the delegation of authority is stipulated otherwise by relevant laws and regulations) to, with full discretion, separately or concurrently allot, issue and deal with Shares in accordance with the needs of the Company from time to time and market conditions, and determine the terms and conditions for allotting, issuing and dealing with the new Shares, including but not limited to:

subject to market conditions and the needs of the Company, to issue, allot and deal with additional Shares of the Company, and to make or grant offer proposals, agreements or options in respect of such Shares.
the number of Shares (excluding the Shares issued by way of capitalization of capital reserve fund) to be allotted or agreed conditionally or unconditionally to be allotted, issued and dealt with as approved by the Board of Directors shall not exceed 20% of Shares in issue as at the date of passing this resolution at the AGM.
to formulate and implement the specific issue plan, including but not limited to the type, pricing method and/or issue price (including price range), issue size, allottees of the new Shares to be issued and the use of proceeds, the timing and the period of issue and determine whether to place to existing Shareholders.
to engage intermediaries for matters related to the issuance under the general mandate; to approve and execute all relevant acts, deeds, documents and other related matters necessary, appropriate, desirable and relevant for the issuance; to review, approve and execute on behalf of the Company the agreements related to the issuance, including but not limited to placing and underwriting agreements and intermediaries engagement agreements.
to review, approve and execute on behalf of the Company legal documents related to the issuance submitted to relevant regulatory authorities; to perform relevant approval procedures pursuant to the requirements of regulatory authorities and the place where the Company is listed, and complete all necessary filing, registration and record procedures in relevant government departments in Hong Kong and/or any other regions and jurisdictions (if applicable).

LETTER FROM THE BOARD

to make amendments to the relevant agreements and legal documents in respect of items 4 and 5 above in accordance with requirements of the regulatory authorities where the Company is listed.
to approve the Company to increase its registered capital upon the issuance of new Shares and make amendments to the Articles of Association in respect of the total amount of registered capital, shareholding structure and other relevant contents and to authorize the operation management of the Company to carry out relevant procedures in accordance with domestic and overseas requirements.

(II) To agree that upon obtaining the approval and authorization granted by the Shareholders at the AGM for the above matters, the chairman of the Board and his authorized person(s) be further authorized by the Board of Directors to implement matters for the issuance of additional Shares according to the Company's needs and other market conditions.

(III) To authorize the chairman of the Board and his authorized person(s) to approve, sign and publish relevant documents, announcements and circulars and make relevant information disclosures in accordance with applicable regulatory rules at places where the Company is listed.

II. Authorization period of issuance of additional Shares of the Company

Authorization matters of issuance of additional Shares of the Company commence from the date of approval at the AGM to the earliest date among the following three: (1) the expiry of 12 months after the date of approval at the AGM; (2) the date of conclusion of the annual general meeting of 2025; or (3) the date of the general mandate being revoked or modified by Shareholders through resolution at any general meeting.

As at the Latest Practicable Date, the issued Shares of the Company comprised 189,581,239 H Shares and 355,027,004 A Shares. Subject to the passing of the resolution related to the grant of the general mandate and on the basis that no further Shares will be issued before the AGM, the Company will be allowed to issue a maximum of 108,921,648 Shares in accordance with the general mandate and relevant laws and regulations.

LETTER FROM THE BOARD

10. Proposed Amendments to the Articles of Association

Reference is made to the announcement of the Company dated May 26, 2025 in relation to, among others, the proposed amendments to the Articles of Association.

In order to promote compliance operation and enhance corporate governance, in accordance with the Company Law, the Transitional Arrangements Relating to the Implementation of the Supporting Systems and Rules of the New Company Law (《關於新<公司法>配套制度規則實施相關過渡期安排》) promulgated by the CSRC, the Guidelines on the Articles of Listed Companies, and other laws, regulations, regulatory documents, regulatory rules and listing rules of the jurisdictions where the Company's shares are listed, as well as in light of the increase of the registered capital and the total number of issued shares of the Company due to attribution of an aggregate of 276,160 A Shares of the Class A interests in the second attribution period and the Class B interests under the first grant in the first attribution period under the 2022 A Share Scheme, the Board resolved, among other matters, that, based on the actual situation of the Company and subject to meeting the core shareholder protection standards as set out in Appendix A1 to the Listing Rules, the Company will cancel the Supervisory Committee and the Supervisors, with the Audit Committee exercising the functions and powers of the Supervisory Committee as prescribed by the Company Law, will abolish the Rules of Procedures for the Supervisory Committee, and will amend the relevant provisions of the Articles of Association and certain internal management systems such as the Rules of Procedures for the Meeting of Shareholders, the Rules of Procedures for the Board of Directors, the Terms of Reference for the Independent Directors, and the terms of reference of special committees of the Board to, among other matters, align with the proposed amendments to the Articles of Association.

The major contents of the proposed amendments to the Articles of Association include: (1) adjusting the expression of "general meeting(s)" to "shareholders' meeting(s)" uniformly; (2) deleting the provisions and descriptions related to "the Supervisors" and changing "the Supervisory Committee" in other provisions into "the Audit Committee", due to the cancellation of the Supervisory Committee and the Audit Committee exercising the functions and powers of the Supervisory Committee as prescribed by the Company Law; (3) adjusting the functions and powers of the Shareholders' meetings and the Board meetings; (4) strengthening the rights of the Shareholders by adjusting the shareholding threshold for Shareholders entitled to submit proposals to the Company to individually or jointly holding more than $1\%$ of the total voting shares of the Company; (5) adding provisions related to controlling shareholders and de facto controllers, independent Directors and special committees of the Board; (6) deleting the provisions related to the special procedures for voting at class meetings; and (7) other corresponding and miscellaneous amendments.

10 -

LETTER FROM THE BOARD

The Board is of the view that the proposed amendments to the Articles of Association (including the removal of the class meeting requirement from the Articles of Association) will not compromise protection of the Shareholders and will not have material impact on measures relating to the Shareholders' protection, as H Shares and A Shares are regarded as the same class of ordinary shares under the PRC laws, and the substantive rights attached to these two types of shares (including voting rights, dividends and asset allocation upon liquidation) are the same.

The legal advisers of the Company as to Hong Kong laws and PRC laws have confirmed respectively that the proposed amendments to the Articles of Association are in compliance with the applicable requirements of Appendix A1 to the Listing Rules and the applicable laws and regulations in the PRC. The Company also confirmed that there is nothing unusual about the proposed amendments to the Articles of Association for a company incorporated in the PRC and listed in Hong Kong.

Details regarding the proposed amendments to the Articles of Association are set out in Appendix IV to this circular. Except for the proposed amendments mentioned in Appendix IV to this circular, other provisions of the Articles of Association remain unchanged. The English version of the Articles of Association is an unofficial translation of the Chinese version. In the event of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

The proposed amendments to the Articles of Association have been considered and approved by the Board on May 26, 2025. A special resolution will be proposed at the AGM, the A Share Class Meeting and the H Share Class Meeting to consider and approve the proposed amendments to the Articles of Association and to authorize the Board to do all such acts and things to give effect to such matter. The proposed amendments to the Articles of Association will take effect upon approval by the Shareholders at the AGM, the A Share Class Meeting and the H Share Class Meeting. After the proposed amendments to the Articles of Association take effect, the full text of the revised Articles of Association will be published on the websites of the Stock Exchange and the Company.

11. Proposed Amendments to the Rules of Procedures for the Meeting of Shareholders

According to the Company Law, the Securities Law, the Guidelines on the Articles of Listed Companies and the relevant laws, regulations and regulatory documents, the Company proposed to amend the relevant provisions of the Rules of Procedures for the Meeting of Shareholders in light of the actual conditions of the Company and conforming to the proposed amendments to the Articles of Association.

Details regarding the proposed amendments to the Rules of Procedures for the Meeting of Shareholders are set out in Appendix V to this circular. Except for the proposed amendments mentioned in Appendix V to this circular, other provisions of the Rules of Procedures for the Meeting of Shareholders remain unchanged. The English version of the Rules of Procedures for the Meeting of Shareholders is an unofficial translation of the Chinese version. In the event of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

LETTER FROM THE BOARD

A special resolution will be proposed at the AGM, the A Share Class Meeting and the H Share Class Meeting to consider and approve the proposed amendments to the Rules of Procedures for the Meeting of Shareholders. The proposed amendments to the Rules of Procedures for the Meeting of Shareholders will take effect upon approval by the Shareholders at the AGM, the A Share Class Meeting and the H Share Class Meeting.

12. Proposed Amendments to the Rules of Procedures for the Board of Directors

According to the Company Law, the Guidelines on the Articles of Listed Companies and the relevant laws, regulations and regulatory documents, the Company proposed to amend the relevant provisions of the Rules of Procedures for the Board of Directors in light of the actual conditions of the Company and conforming to the proposed amendments to the Articles of Association.

Details regarding the proposed amendments to the Rules of Procedures for the Board of Directors are set out in Appendix VI to this circular. Except for the proposed amendments mentioned in Appendix VI to this circular, other provisions of the Rules of Procedures for the Board of Directors remain unchanged. The English version of the Rules of Procedures for the Board of Directors is an unofficial translation of the Chinese version. In the event of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

An ordinary resolution will be proposed at the AGM to consider and approve the proposed amendments to the Rules of Procedures for the Board of Directors.

13. Proposed Amendments to the Terms of Reference for the Independent Directors

According to the Company Law, the Securities Law, the Measures for the Management of Independent Directors of Listed Companies and the relevant laws, regulations and regulatory documents, the Company proposed to amend the relevant provisions of the Terms of Reference for the Independent Directors in light of the actual conditions of the Company and conforming to the proposed amendments to the Articles of Association.

Details regarding the proposed amendments to the Terms of Reference for the Independent Directors are set out in Appendix VII to this circular. Except for the proposed amendments mentioned in Appendix VII to this circular, other provisions of the Terms of Reference for the Independent Directors remain unchanged. The English version of the Terms of Reference for the Independent Directors is an unofficial translation of the Chinese version. In the event of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

An ordinary resolution will be proposed at the AGM to consider and approve the proposed amendments to the Terms of Reference for the Independent Directors.

12 -

LETTER FROM THE BOARD

III. THE AGM AND THE H SHARE CLASS MEETING

The AGM and the H Share Class Meeting will be held at 2:00 p.m. and 2:40 p.m. or immediately after the conclusion of the AGM and the A Share Class Meeting, respectively, on June 26, 2025 at Room 6134, Phase III Building of the Company at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC. Notice of the AGM and Notice of the H Share Class Meeting are set out on pages AGM-1 to AGM-3 and pages HCM-1 to HCM-2, respectively, of this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and of the Company (www.remegen.com).

IV. CLOSURE OF REGISTER OF MEMBERS

The H Share register of members of the Company will be closed from June 23, 2025 to June 26, 2025, both days inclusive, during which period no transfer of H Shares will be registered, in order to determine the holders of the H Shares who are entitled to attend and vote at the forthcoming AGM and the H Share Class Meeting to be held on June 26, 2025. The holders of H Shares whose names appear on the H Share register of members of the Company on June 23, 2025 shall be entitled to attend and vote at the AGM and the H Share Class Meeting.

To be eligible to attend and vote at the AGM and the H Share Class Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on June 20, 2025 for registration.

V. PROXY ARRANGEMENT

The forms of proxy of each of the AGM and the H Share Class Meeting are enclosed. If you intend to appoint a proxy to attend the AGM and/or the H Share Class Meeting, you are required to complete and return the accompanying form(s) of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form(s) of proxy should be returned to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the AGM and the H Share Class Meeting or any adjourned meeting thereof. Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the AGM and/or the H Share Class Meeting or at any other adjourned meeting should you so wish.

LETTER FROM THE BOARD

VI. VOTING BY POLL

Any vote of Shareholders at the AGM and the H Share Class Meeting must be taken by poll except where the chairman of each of the AGM and the H Share Class Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules.

Trident Trust Company (HK) Limited, being the trustee holding unvested Shares under the First H Share Award and Trust Scheme and the Second H Share Award and Trust Scheme, holds 6,549,002 Shares as at the Latest Practicable Date and is required to abstain from voting on matters that require Shareholders' approval under the Listing Rules and the scheme rules of the First H Share Award and Trust Scheme and those of the Second H Share Award and Trust Scheme.

Save as mentioned above, to the best of the Directors' knowledge, information and belief, none of the Shareholders are required to abstain from voting at the AGM and the H Share Class Meeting.

VII. RECOMMENDATION

The Board (including independent non-executive Directors) considers that all the resolutions proposed at the AGM and the H Share Class Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of these proposed resolutions.

VIII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By order of the Board

RemeGen Co., Ltd.*

榮昌生物製藥(煙台)股份有限公司

Mr. Wang Weidong

Chairman and executive director

For identification purposes only

APPENDIX I

2024 REPORT ON THE WORK OF THE BOARD OF DIRECTORS

REMEGEN CO., LTD.* 2024 REPORT ON THE WORK OF THE BOARD OF DIRECTORS

In 2024, the Board of Directors of the Company strictly complied with relevant laws and regulations, including the Company Law of the People's Republic of China and the Securities Law of the People's Republic of China, and relevant rules and requirements, including the Articles of Association of RemeGen Co., Ltd. and the Rules of Procedures for the Board of Directors of RemeGen Co., Ltd. to diligently perform its duties delegated by the Company and the general meeting, effectively safeguard the rights and interests of the Company and all Shareholders, promote standardized operation, scientific decision-making and effective implementation of various work, thereby ensuring a sustainable, healthy and stable development for the Company. The major work of the Board of Directors of the Company for 2024 is reported as follows:

I. REVIEW OF OPERATIONS IN 2024

In 2024, the Company satisfactorily completed its tasks for 2024 in accordance with the established development strategy and business plan. The details are as follows:

(i) Product Lines:

Our commercial-stage drugs, Telitacicept (RC18, brand name: 泰爱®) and disitamab vedotin (RC48, brand name: 爱地希®), are in clinical trials on various indications in China and the U.S. During the Reporting Period, such products have been approved for various indications or filed marketing applications in Mainland China, with expansion for other indications in clinical stages also witnessing positive progress.

In addition, other molecules such as RC28, RC88, RC148 and RC278 are in the stages of clinical research or clinical filings.

(ii) Commercialization:

The Company posted sales revenue of RMB1,699 million in products, mainly benefiting from the inclusion of its commercial-stage autoimmune products telitacicept and commercial-stage anti-tumour product disitamab vedotin into the National Reimbursement Drug List (NRDL), expediting growth in sales revenue.
At the end of the Reporting Period, the Company had a commercialization team for autoimmune diseases of more than 800 professionals and a commercialization team for oncology of around 600 professionals.

APPENDIX I

2024 REPORT ON THE WORK OF THE BOARD OF DIRECTORS

(iii) Financial Standing:

In 2024, the Company’s revenue surged by 58.54% year on year to RMB1,717 million, of which RMB1,699 million was generated from the sales of telitacicept and disitamab vedotin. Its net profit attributable to shareholders of the listed company was -RMB1,468 million. Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses amounted to -RMB1,508 million.

In 2024, the R&D investment remained at a high level due to the continuous advancement of Company’s new drug R&D pipeline and a number of innovative drugs at the critical experimental study stage. At the same time, the sales revenue of telitacicept and disitamab vedotin increased rapidly. Gross margin of our products kept growing, whilst our sales expense ratio recorded a significant drop. As a result, the Company recorded a net loss in 2024, with a decrease in loss compared to the previous year.

II. WORK OF THE BOARD IN 2024

(i) Basic Information of the Board

The Board of the Company comprises nine Directors, including three independent Directors. The number of members and composition of the Board comply with relevant laws and regulations, and Board members possess the necessary knowledge, skills and qualities to perform their duties. During the Reporting Period, all Directors exercised powers and discharged duties in strict accordance with the Articles of Association and the Rules of Procedures for the Board of Directors to ensure scientific and efficient decision-making and legal and compliant procedures of the Board.

(ii) Convening of Board Meetings

In 2024, the Company held a total of 8 Board meetings by way of communication and in-person attendance, at which 59 resolutions were considered. The details are as follows:

Convening time	Convening session	Resolution
March 27, 2024	11th meeting of the second session of the Board	1. Resolution on 2023 Report on the Work of the Chief Executive Officer (CEO) of the Company
2. Resolution on 2023 Report on the Work of the Board of Directors of the Company
3. Resolution on 2023 Annual Work Report of Independent Directors of the Company
4. Resolution on 2023 Financial Accounts Report of the Company	Adopted

APPENDIX I

2024 REPORT ON THE WORK OF THE

BOARD OF DIRECTORS

Convening time	Convening session	Resolution	Voting
		5. Resolution on the Full Text of Annual Report of the Company for the Year 2023 and Its Summary
6. Resolution on 2023 Profit Distribution Plan of the Company
7. Resolution on Re-appointment of 2024 Domestic and Foreign Accounting Firms
8. Resolution on Report of the Deposit and Use of Proceeds Raised for the Year of 2023
9. Resolution on Application to Banks for Integrated Credit Facilities by the Company
10. Resolution on Use of the Idle Proceeds Raised for Cash Management Purpose
11. Resolution on Confirmation of the Remuneration of Senior Management
12. Resolution on Confirmation of the Remuneration of Directors
13. Resolution on 2023 Report on the Work of the Audit Committee of the Board of Directors of the Company
14. Resolution on Change in Registered Capital and Amendments on the Articles of Association
15. Resolution on Review of 2023 Risk Management and Internal Control System of the Group
16. Resolution on Review of 2023 Continuing Connected Transactions of the Group
17. Resolution on Review of Compliance With the Code of Corporate Governance and Related Rules by the Company
18. Resolution on General Mandate to Issue Additional Shares of the Company
19. Resolution on the Special Opinions on the Independence Evaluation of Independent Directors
20. Resolution on 2023 Internal Control Evaluation Report of the Company
21. Resolution on Purchasing Wealth Management Products With Internal Financial Resources

– I-3 –

APPENDIX I

2024 REPORT ON THE WORK OF THE

BOARD OF DIRECTORS

Convening time	Convening session	Resolution
		22. Resolution on 2024 Action Plan for Enhancing Quality, Increasing Efficiency and Emphasizing Returns
23. Resolution on Amendments to the Part of the Internal Management System of the Company
23.01 Resolution on Amendments to the Management Policy for Related (Connected) Transactions
23.02 Resolution on Amendments to the Management Policy for Raised Proceeds
23.03 Resolution on Amendments to Management Policies on Internal Audit
23.04 Resolution on Amendments to Management Policies on Information Disclosure
March 29, 2024	12th meeting of the second session of the Board	1. Resolution on the Company’s Eligibility for the Issuance of Shares to Specific Target Subscribers
2. Resolution on the Plan for the Issuance of Shares to Specific Target Subscribers by the Company
2.01 Type and Nominal Value of Shares to be Issued
2.02 Method and Timing of Issuance
2.03 Target Subscribers and Ways of Subscription
2.04 Price Determination Date, Issuance Price and Pricing Policy
2.05 Number of Shares to be Issued
2.06 Lock-up Period
2.07 Place of Listing
2.08 Total Amount and Use of Proceeds Raised
2.09 Arrangement for Undistributed Profits Accumulated Prior to the Issuance
2.10 The Effective Period for the Resolution on the Issuance
3. Resolution on the Proposal on the Issuance of Shares to Specific Target Subscribers by the Company	Adopted

– I-4 –

APPENDIX I

2024 REPORT ON THE WORK OF THE

BOARD OF DIRECTORS

Convening time	Convening session	Resolution
		4. Resolution on the Demonstration and Analysis Report on the Plan for the Issuance of Shares to Specific Target Subscribers by the Company
5. Resolution on the Feasibility Report on the Use of Proceeds Raised from the Issuance of Shares to Specific Target Subscribers by the Company
6. Resolution on Measures to Make up for Diluted Immediate Returns and Relevant Parties’ Commitments in relation to the Issuance of Shares to Specific Target Subscribers by the Company
7. Resolution on the Plan on Distribution of Dividends for Shareholders for the Next Three Years (2024-2026) of the Company
8. Resolution on the Opening of Special Account for Raised Proceeds by the Company
9. Resolution on the Description of the New Science and Technology Innovation Field in which the Proceeds will be Invested
10. Resolution on Proposing to the General Meeting to Authorise the Board of Directors to Handle Matters Pertaining to the Issuance to Specific Target Subscribers
11. Resolution on the Review of the Special Report on the Use of Previously Raised Proceeds
12. Resolution on Convening of the General Meeting of the Company at A Later Date
April 26, 2024	13th meeting of the second session of the Board	1. Resolution on Q1 2024 Report of the Company
2. Resolution on Adjustment to the Cap on Related-party (Connected) Transactions between RemeGen and MabPlex for 2024 in respect of Master Service
3. Resolution on Adjustment to the Caps on Related-party (Connected) Transactions between RemeGen and CelluPro for 2024-2025 in respect of Materials Purchase	Adopted

– I-5 –

APPENDIX I

2024 REPORT ON THE WORK OF THE

BOARD OF DIRECTORS

Convening time	Convening session	Resolution
		4. Resolution on 2023 Environmental, Social and Governance Report of the Company
5. Resolution on the Settlement of Partial Fundraising Investment Projects and Use of Remaining Proceeds to Permanently Replenish Working Capital
6. Resolution on Proposing the Convening of 2023 Annual General Meeting
July 24, 2024	14th meeting of the second session of the Board	1. Resolution on Adjustment to the Plan for the Issuance of Shares to Specific Target Subscribers by the Company
2. Resolution on the Proposal on the Issuance of Shares to Specific Target Subscribers by the Company (Revised)
3. Resolution on the Demonstration and Analysis Report on the Plan for the Issuance of Shares to Specific Target Subscribers by the Company (Revised)
4. Resolution on the Feasibility Report on the Use of Proceeds Raised from the Issuance of Shares to Specific Target Subscribers by the Company (Revised)
5. Resolution on Measures to Make up for Diluted Immediate Returns and Relevant Parties’ Commitments in relation to the Issuance of Shares to Specific Target Subscribers by the Company (Revised)
6. Resolution on the Description of the New Science and Technology Innovation Field in which the Proceeds will be Invested (Revised)	Adopted
August 16, 2024	15th meeting of the second session of the Board	1. Resolution on the Unaudited Consolidated Financial Statements for the Six Months Ended June 30, 2024
2. Resolution on Listening to 2024 Interim Dividend Payout Plan of the Company
3. Resolution on 2024 Semi-Annual Report of the Company and Its Summary
4. Resolution on Report of the Deposit and Use of Proceeds Raised for the Half Year of 2024	Adopted

– I-6 –

APPENDIX I

2024 REPORT ON THE WORK OF THE

BOARD OF DIRECTORS

Convening time	Convening session	Resolution	Voting
		5. Resolution on 2024 Semi-Annual Risk Management and Internal Control System
6. Resolution on Compliance with the Code of Corporate Governance and Related Rules by the Company
7. Resolution on the Semi-Annual Evaluation Report on the 2024 Action Plan for Enhancing Quality, Increasing Efficiency and Emphasizing Returns
October 29, 2024	16th meeting of the second session of the Board	1. Resolution on Q3 2024 Report of the Company	Adopted
December 23, 2024	17th meeting of the second session of the Board	1. Resolution on the By-election of Independent Director Under the Second Session of the Board of the Company
2. Resolution on Proposing the Convening of the 2025 First Extraordinary General Meeting	Adopted
December 30, 2024	18th meeting of the second session of the Board	1. Resolution on Qualification for Vesting in the Second Vesting Period of Class A Interests and the First Vesting Period of First Grant of Class B Interests under the Company’s 2022 Restricted A Share Incentive Scheme
2. Resolution on Lapse of Certain Restricted Shares Granted but Unvested under the 2022 Restricted A Share Incentive Scheme	Adopted

– I-7 –

APPENDIX I

2024 REPORT ON THE WORK OF THE

BOARD OF DIRECTORS

(iii) Implementation of General Meeting Resolutions by the Board

In 2024, the Company held two general meetings. The Board of the Company, in compliance with the Company Law, the Securities Law and other relevant laws and regulations and the Articles of Association, conscientiously implemented the resolutions adopted at the general meetings of the Company based on the resolutions and mandates of the general meetings. The details of the general meetings are as follows:

Convening time	Convening session	Resolution
June 17, 2024	2024 first extraordinary general meeting	1. Resolution on the Company’s Eligibility for the Issuance of Shares to Specific Target Subscribers
2. Resolution on the Plan for the Issuance of Shares to Specific Target Subscribers by the Company
2.01 Type and Nominal Value of Shares to be Issued
2.02 Method and Timing of Issuance
2.03 Target Subscribers and Ways of Subscription
2.04 Price Determination Date, Issuance Price and Pricing Policy
2.05 Number of Shares to be Issued
2.06 Lock-up Period
2.07 Place of Listing
2.08 Total Amount and Use of Proceeds Raised
2.09 Arrangement for Undistributed Profits Accumulated Prior to the Issuance
2.10 The Effective Period for the Resolution on the Issuance
3. Resolution on the Proposal on the Issuance of Shares to Specific Target Subscribers by the Company
4. Resolution on the Demonstration and Analysis Report on the Plan for the Issuance of Shares to Specific Target Subscribers by the Company
5. Resolution on the Feasibility Report on the Use of Proceeds Raised from the Issuance of Shares to Specific Target Subscribers by the Company	Adopted

– I-8 –

APPENDIX I

2024 REPORT ON THE WORK OF THE

BOARD OF DIRECTORS

Convening time	Convening session	Resolution
		6. Resolution on Measures to Make up for Diluted Immediate Returns and Relevant Parties’ Commitments in relation to the Issuance of Shares to Specific Target Subscribers by the Company
7. Resolution on the Plan on Distribution of Dividends for Shareholders for the Next Three Years (2024-2026) of the Company
8. Resolution on the Description of the New Science and Technology Innovation Field in which the Proceeds will be Invested
9. Resolution on Proposing to the General Meeting to Authorize the Board of Directors to Handle Matters in relation to the Issuance of Shares to Target Subscribers
10. Resolution on the Review of the Special Report on the Use of Previously Raised Proceeds
June 28, 2024	2023 Annual General Meeting	1. Resolution on 2023 Report on the Work of the Board of Directors of the Company
2. Resolution on 2023 Report on the Work of the Supervisory Committee of the Company
3. Resolution on 2023 Financial Accounts Report of the Company
4. Resolution on the Full Text of Annual Report of the Company for the Year 2023 and Its Summary
5. Resolution on 2023 Profit Distribution Plan of the Company
6. Resolution on Re-appointment of 2024 Domestic and Foreign Accounting Firms
7. Resolution on Confirmation of the Remuneration of Directors
8. Resolution on Confirmation of the Remuneration of Supervisors
9. Resolution on General Mandate to Issue Additional Shares of the Company
10. Resolution on the Change of Registered Capital and the Amendments to the Articles of Association of the Company	Adopted

– I-9 –

APPENDIX I

2024 REPORT ON THE WORK OF THE

BOARD OF DIRECTORS

Convening time	Convening session	Resolution	Voting
		11. Resolution on the Amendments to Certain Internal Management Policies of the Company
11.01. Resolution on the Amendments to the Management Policy for Related (Connected) Transactions
11.02. Resolution on the Amendments to the Management Policy for Raised Proceeds
12. Resolution on Adjustment to the Cap on Related-party (Connected) Transactions between RemeGen and MabPlex for 2024 in respect of Master Service
13. Resolution on Adjustment to the Caps on Related-party (Connected) Transactions between RemeGen and CelluPro for 2024-2025 in respect of Materials Purchase

(iv) Operation of Board Committees

The Board of the Company has established four committees, namely Strategy Committee, Audit Committee, Nomination Committee, and Remuneration and Appraisal Committee. Each committee operates in accordance with the terms of reference stipulated in their respective working rules, and conducts studies on professional matters and puts forward opinions and suggestions for the Board's reference in making decisions. The details of committee meetings are as follows:

Audit Committee of the Board

Convening time	Convening session	Resolution
March 27, 2024	Sixth meeting of the Audit Committee of the second session of the Board	1. Resolution on Listening to the Audit Report on the Group by Foreign Accounting Firms for 2023
2. Resolution on 2023 Financial Accounts Report of the Company
3. Resolution on the Full Text of Annual Report of the Company for the Year 2023 and Its Summary
4. Resolution on Re-appointment of 2024 Domestic and Foreign Accounting Firms
5. Resolution on Report of the Deposit and Use of Proceeds Raised for 2023	Adopted

APPENDIX I

2024 REPORT ON THE WORK OF THE

BOARD OF DIRECTORS

Convening time	Convening session	Resolution
		6. Resolution on 2023 Report on the Work of the Audit Committee of the Board of Directors of the Company
7. Resolution on Review of 2023 Risk Management and Internal Control System of the Group
8. Resolution on Review of Whistle-Blowing Policy and System of the Company
9. Resolution on 2023 Report on Internal Control Evaluation of the Company
10. Resolution on Use of the Idle Proceeds Raised for Cash Management Purpose
11. Resolution on Amendments to the Management Policies on Internal Audit
April 26, 2024	Seventh meeting of the Audit Committee of the second session of the Board	1. Resolution on Q1 2024 Report of the Company
2. Resolution on Adjustment to the Cap on Related-party (Connected) Transactions between RemeGen and MabPlex for 2024 in respect of Master Service
3. Resolution on Adjustment to the Caps on Related-party (Connected) Transactions between RemeGen and CelluPro for 2024-2025 in respect of Materials Purchase
4. Resolution on the Settlement of Partial Fundraising Investment Projects and Use of Remaining Proceeds to Permanently Replenish Working Capital	Adopted
August 16, 2024	Eighth meeting of the Audit Committee of the second session of the Board	1. Resolution on the Review Report on the 2024 Semi-Annual Results by Foreign Accounting Firms
2. Resolution on the Unaudited Consolidated Financial Statements for the Six Months Ended June 30, 2024
3. Resolution on 2024 Semi-Annual Report of the Company and Its Summary
4. Resolution on Report of the Deposit and Use of Proceeds Raised for the Half Year of 2024
5. Resolution on 2024 Semi-Annual Risk Management and Internal Control System	Adopted

– I-11 –

APPENDIX I

2024 REPORT ON THE WORK OF THE

BOARD OF DIRECTORS

Convening time	Convening session	Resolution	Voting
October 29, 2024	Ninth meeting of the Audit Committee of the second session of the Board	1. Resolution on Q3 2024 Report of the Company	Adopted
December 31, 2024	Tenth meeting of the Audit Committee of the second session of the Board	1. Resolution on 2024 Audit Work Plan of the Company	Adopted

2. Nomination Committee of the Board

Convening time	Convening session	Resolution	Voting
March 27, 2024	Third meeting of the Nomination Committee of the second session of the Board	1. Resolution on Review of the Structure, Size, Composition and Diversity of the Board of Directors
2. Resolution on Assessment of the Independence of Independent Non-executive Directors
3. Resolution on Review of the Performance of Corporate Governance Functions of the Company
4. Resolution on Assessment of Dedication by Directors	Adopted
December 23, 2024	Fourth meeting of the Nomination Committee of the second session of the Board	1. Resolution on By-Election of Independent Directors of the Second Session of the Board of Directors of the Company	Adopted

3. Remuneration and Appraisal Committee of the Board

Convening time	Convening session	Resolution
March 27, 2023	Sixth meeting of the Remuneration and Appraisal Committee of the second session of the Board	1. Resolution on Review of the Remuneration Package for Directors and Senior Management of the Company
2. Resolution on Confirmation of the Remuneration of Senior Management
3. Resolution on Confirmation of the Remuneration of Directors	Adopted

APPENDIX I

2024 REPORT ON THE WORK OF THE

BOARD OF DIRECTORS

Convening time	Convening session	Resolution	Voting
December 23, 2024	Seventh meeting of the Remuneration and Appraisal Committee of the second session of the Board	1. Resolution on By-Election of Independent Directors of the Second Session of the Board of Directors of the Company	Adopted
December 30, 2024	Eighth meeting of the Remuneration and Appraisal Committee of the second session of the Board	1. Resolution on Qualification for Vesting in the Second Vesting Period of Class A Interests and the First Vesting Period of First Grant of Class B Interests under the Company’s 2022 Restricted A Share Incentive Scheme
2. Resolution on Lapse of Certain Restricted Shares Granted but Unvested under the 2022 Restricted A Share Incentive Scheme	Adopted

(v) Performance of Duties by Independent Directors

During the Reporting Period, according to the requirements of relevant laws and regulations such as the Articles of Association, the Rules of Procedures for the Board of Directors and the Terms of Reference for Independent Directors, the independent Directors of the Company conscientiously and diligently performed their responsibilities, actively participated in relevant meetings, and carefully considered various proposals. They have kept close communication with the management of the Company in respect of the operation, financial management and related party transactions of the Company, expressed fair and objective independent opinions on material matters related to the Company by leveraging on their own professional knowledge, and played a positive role in the proper decision-making and operational standards of the Board, and the development of the Company with their expertise.

(vi) Information Disclosure and Investor Relations Management

The Company attaches great importance to information disclosure and strictly fulfills its information disclosure obligations in accordance with the requirements of the Listing Rules for Science and Technology Innovation Board, the Listing Rules of the Stock Exchange, the Administrative Measures on Information Disclosure of Listed Companies, the Articles of Association and other laws, regulations, regulatory documents, and company systems, and fulfills its disclosure of periodic reports in a timely manner, and publishes the interim announcements such as meeting resolutions and material matters in a truthful, accurate, complete, and timely manner in line with the actual circumstances of the Company, faithfully performing its information disclosure obligations so as to ensure that investors are duly informed of the Company's material matters and to protect the interests of the investors to the greatest extent. In 2024, the Company maintained good communication and connection with investors by answering hotline calls, queries on interactive platform and hosting research institutions and other forms, and closely monitored the market movement of the Company's share and market trend, so as to establish a good image in the capital market.

APPENDIX I

2024 REPORT ON THE WORK OF THE BOARD OF DIRECTORS

III. 2025 KEY WORK PLAN OF THE BOARD

In 2025, the Board of Directors will actively play a central role in the governance of the Company, firmly carry out the day-to-day work of the Board of Directors, decide material matters based on a science-based and efficient approach, carefully implement resolutions of general meetings in the interests of Shareholders as a whole and ensure the steady progress of operation and management. The Board of Directors of the Company will continuously focus on maximising the interests of Shareholders, and practice and continuously improve the level of governance in strict accordance with the Code of Corporate Governance of Listed Companies. It will continuously improve the quality of information disclosure and disclose information in a true, accurate, complete, timely and fair manner. The Board of Directors will be subject to the oversight of the Supervisory Committee and improve the internal control system. Continuous efforts will be made to strengthen guidance on the operation and management of the Company and strive to create a favourable environment for the management to carry out their work.

RemeGen Co., Ltd.*
Board of Directors
March 27, 2025

I-14 -

APPENDIX II

2024 REPORT ON THE WORK OF THE

SUPERVISORY COMMITTEE

REMEGEN CO., LTD.*

2024 REPORT ON THE WORK OF THE

SUPERVISORY COMMITTEE

In 2024, the Supervisory Committee of RemeGen Co., Ltd. (the "Company") strictly complied with relevant laws and regulations, including the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and relevant rules, including the Articles of Association of RemeGen Co., Ltd. and the Rules of Procedures for the Supervisory Committee of RemeGen Co., Ltd.*. It earnestly performed its supervisory duties, supervised the procedures for convening and decision-making of the shareholders' general meetings and the Board meetings, the implementation of the resolutions of the shareholders' general meetings by the Board of Directors, and the duty performance of the Company's senior management, and urged the Board of Directors and management of the Company to operate and make scientific decisions according to law, ensuring the standard operation of the Company and safeguarding the interests of the Company, Shareholders and employees. The main work of the Supervisory Committee for 2024 is reported as follows:

I. WORK OF THE SUPERVISORY COMMITTEE DURING THE REPORTING PERIOD

During the Reporting Period, the Supervisory Committee of the Company held a total of 7 meetings, with the in-person attendance of all Supervisors. The details are as follows:

(i) On March 27, 2024, the 8th meeting of the second session of the Supervisory Committee was held at the conference room of the Company, with actual attendance of all the three Supervisors. The following resolutions were considered and adopted:

Resolution on 2023 Report on the Work of the Supervisory Committee of the Company
Resolution on 2023 Financial Accounts Report of the Company
Resolution on the Full Text of Annual Report of the Company for the Year 2023 and Its Summary
Resolution on 2023 Profit Distribution Plan of the Company
Resolution on Re-appointment of 2024 Domestic and Foreign Accounting Firms
Resolution on Report of the Deposit and Use of Proceeds Raised for the Year of 2023

APPENDIX II

2024 REPORT ON THE WORK OF THE

SUPERVISORY COMMITTEE

Resolution on Application to Banks for Integrated Credit Facilities by the Company
Resolution on Use of the Idle Proceeds Raised for Cash Management Purpose
Resolution on Confirmation of the Remuneration of Supervisors
Resolution on 2023 Internal Control Evaluation Report of the Company
Resolution on Purchasing Wealth Management Products with Internal Financial Resources

(ii) On March 29, 2024, the 9th meeting of the second session of the Supervisory Committee was held at the conference room of the Company, with actual attendance of all the three Supervisors. The following resolutions were considered and adopted:

Resolution on the Company's Eligibility for the Issuance of Shares to Specific Target Subscribers
Resolution on the Plan for the Issuance of Shares to Specific Target Subscribers by the Company

2.01 Type and Nominal Value of Shares to be Issued
2.02 Method and Timing of Issuance
2.03 Target Subscribers and Ways of Subscription
2.04 Price Determination Date, Issuance Price and Pricing Policy
2.05 Number of Shares to be Issued
2.06 Lock-up Period
2.07 Place of Listing
2.08 Total Amount and Use of Proceeds Raised
2.09 Arrangement for Undistributed Profits Accumulated Prior to the Issuance
2.10 The Effective Period for the Resolution on the Issuance

Resolution on the Proposal on the Issuance of Shares to Specific Target Subscribers by the Company

APPENDIX II

2024 REPORT ON THE WORK OF THE SUPERVISORY COMMITTEE

Resolution on the Demonstration and Analysis Report on the Plan for the Issuance of Shares to Specific Target Subscribers by the Company
Resolution on the Feasibility Report on the Use of Proceeds Raised from the Issuance of Shares to Specific Target Subscribers by the Company
Resolution on Measures to Make up for Diluted Immediate Returns and Relevant Parties' Commitments in relation to the Issuance of Shares to Specific Target Subscribers by the Company
Resolution on the Plan on Distribution of Dividends for Shareholders for the Next Three Years (2024-2026) of the Company
Resolution on the Opening of Special Account for Raised Proceeds by the Company
Resolution on the Description of the New Science and Technology Innovation Field in which the Proceeds will be Invested
Resolution on the Review of the Special Report on the Use of Previously Raised Proceeds

(iii) On April 26, 2024, the 10th meeting of the second session of the Supervisory Committee was held at the conference room of the Company, with actual attendance of all the three Supervisors. The following resolutions were considered and adopted:

Resolution on Q1 2024 Report of the Company
Resolution on Adjustment to the Cap on Related-party (Connected) Transactions between RemeGen and MabPlex for 2024 in respect of Master Service
Resolution on Adjustment to the Caps on Related-party (Connected) Transactions between RemeGen and CelluPro for 2024-2025 in respect of Materials Purchase
Resolution on the Settlement of Partial Fundraising Investment Projects and Use of Remaining Proceeds to Permanently Replenish Working Capital

(iv) On July 24, 2024, the 11th meeting of the second session of the Supervisory Committee was held at the conference room of the Company, with actual attendance of all the three Supervisors. The following resolutions were considered and adopted:

Resolution on Adjustment to the Plan for the Issuance of Shares to Specific Target Subscribers by the Company

APPENDIX II

2024 REPORT ON THE WORK OF THE SUPERVISORY COMMITTEE

Resolution on the Proposal on the Issuance of Shares to Specific Target Subscribers by the Company (Revised)
Resolution on the Demonstration and Analysis Report on the Plan for the Issuance of Shares to Specific Target Subscribers by the Company (Revised)
Resolution on the Feasibility Report on the Use of Proceeds Raised from the Issuance of Shares to Specific Target Subscribers by the Company (Revised)
Resolution on Measures to Make up for Diluted Immediate Returns and Relevant Parties' Commitments in relation to the Issuance of Shares to Specific Target Subscribers by the Company (Revised)
Resolution on the Description of the New Science and Technology Innovation Field in which the Proceeds will be Invested (Revised)

(v) On August 16, 2024, the 12th meeting of the second session of the Supervisory Committee was held at the conference room of the Company, with actual attendance of all the three Supervisors. The following resolutions were considered and adopted:

Resolution on 2024 Semi-Annual Report of the Company and Its Summary
Resolution on Report of the Deposit and Use of Proceeds Raised for the Half Year of 2024

(vi) On October 29, 2024, the 13th meeting of the second session of the Supervisory Committee was held at the conference room of the Company, with actual attendance of all the three Supervisors. The following resolution was considered and adopted:

Resolution on Q3 2024 Report of the Company

(vii) On December 30, 2024, the 14th meeting of the second session of the Supervisory Committee was held at the conference room of the Company, with actual attendance of all the three Supervisors. The following resolutions were considered and adopted:

Resolution on Qualification for Vesting in the Second Vesting Period of Class A Interests and the First Vesting Period of First Grant of Class B Interests under the Company's 2022 Restricted A Share Incentive Scheme
Resolution on Lapse of Certain Restricted Shares Granted but Unvested under the 2022 Restricted A Share Incentive Scheme

APPENDIX II

2024 REPORT ON THE WORK OF THE SUPERVISORY COMMITTEE

II. OPINIONS OF THE SUPERVISORY COMMITTEE ON RELEVANT MATTERS OF THE COMPANY

During the Reporting Period, the Supervisory Committee of the Company carefully supervised and inspected the operation, financial standing, related party transactions and other matters of the Company in strict accordance with the relevant laws and regulations and the Articles of Association. Based on the inspection results, the Supervisory Committee expressed the following opinions on the relevant matters of the Company during the Reporting Period.

(i) Operation Compliance

During the Reporting Period, all the Supervisors were presented at the shareholders' general meetings and Board meetings to supervise the convening, holding and voting procedures of and resolutions presented at the shareholders' general meetings and Board meetings, the implementation of the resolutions of the shareholders' general meetings by the Board and the performance of the Directors and senior management of the Company. The Supervisory Committee is of the opinion that: the Company is able to operate in accordance with the law, the operation of the Board is standardized and the business decisions are scientific and reasonable, and the resolutions of the shareholders' general meetings are conscientiously implemented; the Directors and senior management are conscientiously performing their duties, and there is no abuse of authority, damage to the interests of the Company, the Shareholders and the Company's employees.

(ii) Financial Standing

During the Reporting Period, the Supervisory Committee of the Company reviewed and supervised the Company's financial position in each reporting period in accordance with the law, and issued audit opinions on each of the periodic reports. The Supervisory Committee is of the opinion that the financial statements of the Company for each of the reporting period in 2024 have given a true, accurate and objective view of the financial position and operating results of the Company

(iii) Related Party Transactions

During the Reporting Period, the Supervisory Committee reviewed and supervised the related party transactions of the Company, and is of the view that the related party transactions of the Company satisfied the development needs of its business operations and the transaction price was fair, which complied with the requirements of laws, regulations and relevant systems, did not impair the interests of the Company and other non-related parties, and there was no prejudice to the interests of and minority shareholders.

APPENDIX II

2024 REPORT ON THE WORK OF THE SUPERVISORY COMMITTEE

(iv) Fund Occupation by Related Parties and External Guarantees of the Company

During the Reporting Period, the Supervisory Committee carefully checked the occupation of funds by the controlling shareholders and other related parties of the Company and the status of external guarantees, and is of the view that the controlling shareholders and other related parties did not occupy the funds of the Company. There is also no direct or indirect provision of funds to the controlling shareholder and other related parties. During the Reporting Period, the Company had no external guarantees.

(v) Internal Control

During the Reporting Period, the Supervisory Committee verified the Company's internal control system, and is of the view that the Company has maintained effective internal control in all material respects and the internal control system is operating effectively in accordance with the requirements of the corporate internal control standard system and relevant regulations. There were no major deficiencies in internal control of financial reports or non-financial reports during the Reporting Period.

(vi) Deposit and Use of Proceeds

During the Reporting Period, the Supervisory Committee checked the use and management of the proceeds of the Company. It is of the view that the Company used and managed its proceeds in strict accordance with the relevant provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange and the Management Policy for Raised Proceeds, and that there was no illegal use of the proceeds.

(vii) Implementation of the Company's Share Incentive Scheme

During the Reporting Period, the Supervisory Committee reviewed the list of participants of corresponding vesting period of the Class A interests and Class B interests of the 2022 Restricted A Share Incentive Scheme of the Company. The Supervisory Committee is of the view that the participants complied with qualifications stipulated in the Company Law, the Securities Law and other laws, regulations and regulatory documents and the Articles of Association, complied with the conditions of participants stipulated in the relevant laws, regulations and regulatory requirements such as the Administrative Measures and the Listing Rules, and were in line with the scope of participants determined in the scheme, and their qualifications as participants of the scheme is legal and valid. The vesting conditions for the grant of restricted shares to the participants have been met.

APPENDIX II

2024 REPORT ON THE WORK OF THE SUPERVISORY COMMITTEE

III. 2025 WORK PLAN OF THE SUPERVISORY COMMITTEE OF THE COMPANY

In 2025, the Supervisory Committee of the Company will further comply with the Company Law, the Securities Law, the Articles of Association, the Rules of Procedures for the Supervisory Committee, etc., and will continue to strengthen its study of laws and regulations, continuously improve its ability to perform its duties, and actively perform its duties of supervision and inspection, so as to promote the standardized operation and continuous improvement of the governance structure of the Company, effectively protect the legitimate rights and interests of all shareholders of the Company, and promote the steady development of the Company.

Supervisory Committee of RemeGen Co., Ltd.*

March 27, 2025

APPENDIX III

2024 FINANCIAL ACCOUNTS REPORT

REMEGEN CO., LTD.* 2024 FINANCIAL ACCOUNTS REPORT

RemeGen Co., Ltd.* (hereinafter referred to as the "Company") has prepared its 2024 financial accounts report based on the operating results and financial position in 2024. The 2024 financial statements of the Company have been audited by Ernst & Young Hua Ming LLP, which issued a standard audit report with an unqualified opinion. The key financial data reflected in the consolidated financial statements are as follows:

I. OPERATING PROFIT:

Unit: RMB0'000 Currency: Renminbi

Item	For the year	For the previous year	Percentage (%)
Operating revenue	171,686.17	108,295.34	58.54
Operating costs	33,716.35	24,439.88	37.96
Selling expenses	94,875.51	77,518.60	22.39
Administrative expenses	31,670.51	30,422.68	4.10
R&D expenses	153,977.80	130,630.68	17.87
Finance costs	6,948.05	-536.95	N/A
Investment returns	-429.27	697.53	N/A
Operating profit	-145,565.54	-150,152.89	N/A
Net profit attributable to shareholders of the parent company	-146,836.08	-151,122.92	N/A
Basic earnings per share	-2.73	-2.80	N/A
Diluted earnings per share	-2.73	-2.80	N/A

(1) Operating revenue surged by 58.54% year on year to RMB1,716.8617 million, largely because sales of telitacicept and disitamab vedotin of the Company went up during the year;

(2) Operating costs increased by 37.96% year on year to RMB337.1635 million, largely because sales of telitacicept and disitamab vedotin of the Company went up during the year;

(3) Selling expenses rose by 22.39% year on year to RMB948.7551 million, largely due to the increase in marketing expenses and other expenses in order to expand market share;

(4) Administrative expenses rose by 4.10% year on year to RMB316.7051 million, with insignificant changes;

(5) R&D expenses grew by 17.87% year on year to RMB1,539.7780 million, largely due to the increase in costs from clinical trials as a result of the increase in R&D pipelines for new drugs and a number of innovative drugs being at the critical experimental study (especially in overseas clinical trials) during the year;

APPENDIX III

2024 FINANCIAL ACCOUNTS REPORT

(6) Finance costs amounted to RMB69.4805 million, versus RMB-5.3695 million for the previous year, largely due to the increases in corporate loans and finance costs during the year; the decrease in interest income and the increase in exchange losses during the year;

(7) Investment returns amounted to RMB-4.2927 million, versus RMB6.9753 million for the previous year, largely due to the decrease in returns of structured deposits and the increase in interest of discounted bills;

(8) Operating profit amounted to RMB-1,455.6554 million and net profit attributable to shareholders of the parent company was RMB-1,468.3608 million, largely due to the change in the revenues and expenses mentioned above.

II. ASSETS AND LIABILITIES:

Unit: RMB0'000 Currency: Renminbi

Item	For the year	For the previous year	Percentage (%)
Current assets	228,979.64	222,893.20	2.73
Of which, monetary funds	76,249.24	74,339.27	2.57
Bills receivable	20,429.99	7,869.57	159.61
Accounts receivable	38,338.87	29,767.76	28.79
Receivables financing	1,109.78	4,404.49	-74.80
Prepayments	24,137.38	27,029.48	-10.70
Inventories	65,936.87	74,155.96	-11.08
Other current assets	349.19	2,425.51	-85.60
Non-current assets	320,872.18	329,930.87	-2.75
Of which, long-term equity investments	885.07	270.54	227.15
Investments in other equity instruments	5,931.34	9,352.17	-36.58
Other non-current financial assets	403.75	200.00	101.88
Fixed assets	245,718.03	203,130.56	20.97
Construction in progress	28,323.15	79,571.85	-64.41
Right-of-use assets	9,375.37	13,224.84	-29.11
Intangible assets	14,313.13	14,378.15	-0.45
Other non-current assets	15,489.85	9,119.41	69.86
Total assets	549,851.82	552,824.07	-0.54
Current liabilities	217,829.67	112,812.26	93.09
Of which, short-term borrowing	108,385.35	28,427.66	281.27
Bills payables	0.00	1,399.43	-100.00
Accounts payable	16,225.01	12,533.66	29.45
Contract liabilities	314.37	1,139.84	-72.42

III-2 -

APPENDIX III

2024 FINANCIAL ACCOUNTS REPORT

Item	For the year	For the previous year	Percentage (%)
Other payables	31,499.54	39,116.03	-19.47
Non-current liabilities due within one year	34,868.49	6,044.34	476.88
Other current liabilities	1,832.44	1,187.74	54.28
Non-current liabilities	133,402.09	96,285.00	38.55
Of which, long-term borrowing	119,587.80	84,058.80	42.27
Lease liabilities	4,209.35	7,467.51	-43.63
Deferred income	9,604.93	4,607.57	108.46
Total liabilities	351,231.75	209,097.26	67.98
Total stockholders’ equity	198,620.06	343,726.82	-42.22

The Company’s current assets increased by 2.73% and non-current assets decreased by 2.75%, with a decrease of 0.54% in total assets. Current liabilities increased by 93.09% and non-current liabilities increased by 38.55%, with a rise of 67.98% in total liabilities. Total shareholders’ equity decreased by 42.22%. The changes in each item were mainly caused by:

(1) The 2.57% increase in monetary funds from the beginning of the year, with a small change;

(2) The 159.61% increase in bills receivable from the beginning of the year, largely due to the discounting and return endorsement of bills;

(3) The 28.79% increase in accounts receivable from the beginning of the year, largely due to the increase in accounts receivable resulting from the increase in sales of telitacicept and disitamab vedotin;

(4) The 74.80% decrease in receivables financing from the beginning of the year, largely due to the decrease in closing balance resulting from reasonable plans for the use of funds of the Company and timely endorsement and discounting of bills;

(5) The 10.70% decrease in prepayments from the beginning of the year, largely due to the decrease in prepayments for materials and R&D services;

(6) The 11.08% decrease in inventories from the beginning of the year, largely due to the decrease in inventories resulting from strict control of inventories by the Company;

(7) The 85.60% decrease in other current assets from the beginning of the year, largely due to the expected decrease in the amount of VAT credit refund that can be received within one year;

III-3 -

APPENDIX III

2024 FINANCIAL ACCOUNTS REPORT

(8) The 227.15% increase in long-term equity investments from the beginning of the year, largely due to the increase in investments in associates;

(9) The 36.58% decrease in investments in other equity instruments from the beginning of the year, largely due to the changes in fair value of investments in other equity instruments;

(10) The 20.97% increase in fixed assets from the beginning of the year, largely due to the classification of some Phase III buildings and facilities as a fixed asset during the year;

(11) The 64.41% decrease in construction in progress from the beginning of the year, largely due to the classification of construction of plants and facilities as a fixed asset;

(12) The 29.11% decrease in right-of-use assets from the beginning of the year, largely due to the relatively small amount of additional right-of-use assets during the period and the decrease in net right-of-use assets in the previous period;

(13) The 0.45% decrease in intangible assets from the beginning of the year, with a small change;

(14) The 281.27% increase in short-term borrowing from the beginning of the year, largely due to the increase in short-term bank borrowing and bills discounted during the year;

(15) Bills payables at the end of the year was RMB0.00 million, compared with RMB13,994,300 at the beginning of the year, which was largely due to the failure to pay the deposit for notes during the year;

(16) The 29.45% increase in accounts payable from the beginning of the year, largely due to the increase in payables for materials and R&D services;

(17) The 72.42% decrease in contract liabilities from the beginning of the year, largely due to the absence of inventory returns during the period;

(18) The 19.47% decrease in other payables from the beginning of the year, largely due to the decrease in payables for equipment and projects;

(19) The 476.88% increase in non-current liabilities due within one year from the beginning of the year, largely due to the increase in long-term borrowing due within one year;

III-4 -

APPENDIX III

2024 FINANCIAL ACCOUNTS REPORT

(20) The 54.28% increase in other current liabilities from the beginning of the year, largely due to the increase in sales rebates resulting from the increase in sales revenue;

(21) The 42.27% increase in long-term borrowing from the beginning of the year, largely due to the increase in bank borrowing;

(22) The 43.63% decrease in lease liabilities from the beginning of the year, largely due to the decrease in additional leases during the year and the decrease in lease liability balance in the previous period;

(23) The 108.46% increase in deferred income from the beginning of the year, largely due to the increase in government grants received during the period.

III. CASH FLOWS:

Unit: RMB0'000 Currency: Renminbi

Item	For the year	For the previous year	Percentage (%)
Net cash flows from operating activities	-111,430.35	-150,281.70	N/A
Net cash flows from investing activities	-24,823.51	-81,665.99	N/A
Net cash flows from financing activities	139,296.88	97,830.67	42.39

(1) Net cash flows from operating activities amounted to RMB-1,114.3035 million, compared with RMB-1,502.8170 million for the previous year, largely due to the increases in sales and sales proceeds during the year;

(2) Net cash flows from investing activities amounted to RMB-24,823.51, compared with RMB-816.6599 million for the previous year, largely due to the decrease in cash paid for acquisition and construction of fixed assets, intangible assets and other long-term assets during the year;

(3) Net cash flows from financing activities increased by 42.39% as compared with the corresponding period of previous year, largely due to the increase in bank borrowings during the year.

RemeGen Co., Ltd.*

March 27, 2025

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of Amendments to the Articles of Association of RemeGen Co., Ltd.*

Original Article of the Articles of Association	Amended Article of the Articles of Association
CHAPTER 1 GENERAL PROVISIONS	CHAPTER 1 GENERAL PROVISIONS
Article 1 In order to protect the legal interests of the Company, its shareholders and creditors and to regulate the organization and activities of the Company, the Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (中華人民共和國公司法) (the “Company Law”), the Securities Law of the People's Republic of China, the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (境内企業境外發行證券和上市管理試行辦法), the Letter of the Opinion on the Supplemental Amendments to the Articles of Association of Companies to be Listed in Hong Kong jointly promulgated by the overseas listing department of the China Securities Regulatory Commission (the “CSRC”) and the production system department of the former State Commission for Restructuring the Economic System, the Opinions on Further Assistance in Regulated Operation and In-depth Reform of Companies Listed outside the PRC, the Reply of the State Council on the Adjustment to the Provisions of the Notice Period for Convening the General Meeting and Other Matters Applicable to the Overseas Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), the Guidelines for Articles of Association of Listed Companies, the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange (the “Rules Governing the Listing of Stocks on Science and Technology Innovation Board”), the Code of Corporate Governance for Listed Companies, the Measures for the Management of Independent Directors of Listed Companies (the “Management Measures”), the Self-Regulatory Guideline for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 – Regularization of Operation, and other relevant provisions of laws, regulations and regulatory documents.	Article 1 In order to protect the legal interests of RemeGen Co., Ltd.* (the “Company”), its shareholders, employees and creditors and to regulate the organization and activities of the Company, the Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (中華人民共和國公司法) (the “Company Law”), the Securities Law of the People's Republic of China (the “Securities Law”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), the Guidelines for Articles of Association of Listed Companies (the “Guidelines for Articles of Association”), the Rules Governing the Listing of Stocks on the STAR Market of the Shanghai Stock Exchange (the “STAR Market Listing Rules”), the Code of Corporate Governance for Listed Companies, the Measures for the Management of Independent Directors of Listed Companies (the “Management Measures”) and other relevant provisions.
Article 2 The Company is a joint stock limited company (the “Company”) established in accordance with the Company Law and other relevant provisions.	Article 2 The Company is a joint stock limited company established in accordance with the Company Law, the Securities Law and other relevant provisions.

– IV-1 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
RemeGen Co., Ltd. was established on 4 July 2008. The Company was established by means of promotion based on the change of RemeGen Co., Ltd. into a joint stock limited company as a whole under the laws of the PRC, and was registered with the Administration for Industry and Commerce of Yantai Economic and Technological Development Area (煙台經濟技術開發區市場監督管理局) on 12 May 2020 and obtained a business license. The Company's unified social credit code is 91370600676820877R. All the shareholders of the former RemeGen Co., Ltd. are the founders of the Company as follows: Yantai Rongda Venture Capital Center (Limited Partnership) (煙台榮達創業投資中心 (有限合夥)), I-NOVA Limited, Fang Jianmin, Fund for the transformation of National Science and Technology Major Project (國投 (上海)科技成果轉化創業投資基金企業(有限合夥)), PAG Growth Prosperity Holding I (HK) Limited, Yantai Rongqian Enterprise Management Center (Limited Partnership) (煙台榮讓企業管理中心(有限合夥)), Yantai Rongyi Enterprise Management Center (Limited Partnership) (煙台榮益企業管理中心(有限合夥)), Wholly Sunbeam Limited, Shenzhen Capital Group Co., Ltd. (深圳市創新投資集團有限公司), RongChang Holding Group LTD., RC – Biology Investment Ltd., Yantai Rongshi Enterprise Management Center (Limited Partnership) (煙台榮實企業管理中心(有限合夥)), Metroplus International Limited, SDIC Chuanghe National Leading Fund of Emerging Industries VC (Limited Partnership) (國投創合國家新興產業創業投資引導基金(有限合夥)), Beijing Lapam Healthcare Investment Center LLP (北京龍野健康醫療投資中心(有限合夥)), LBC Sunshine Healthcare Fund L.P., LAV Remegen Limited, Vivo Capital Fund IX, L.P., Lu Thai Textile Co., Ltd. (魯泰紡織股份有限公司), Janchor Partners Pan-Asian Master Fund, TIBET Lapam Yijing Venture Capital Center LLP (西藏龍野怡景創業投資中心(有限合夥)), Nanjing Huatai Healthcare Investment I LLP (南京華泰大健康一號股權投資合夥企業(有限合夥)), Shandong Jifu Jingu New Kinetic Energy Equity Investment Fund Partnership (Limited Partnership) (山東吉富金谷新動能股權投資基金合夥企業(有限合夥)), Suzhou Likang Equity Investment Center (Limited Partnership) (蘇州禮康股權投資中心(有限合夥)), Hangzhou Chuanghe Select Venture Capital (Limited Partnership) (杭州創合精選創業投資合夥企業(有限合夥)), Weihai Luxin Fuwei Equity Investment Fund Partnership (Limited Partnership) (威海魯信福威股權投資基金合夥企業(有限合夥)), Govtor Capital Co., Ltd. (江蘇高科技投資集團有限公司), Jiangsu International Trust Corporation Limited (江蘇省國際信託有限責任公司), MINTU Infrastructure Development Holdings Co., Limited (民國基礎設施發展投資有限公司), ORBIMED PARTNERS MASTER FUND LIMITED, Small Medium Enterprises Development Fund (Shenzhen) LLP (中小企業發展基金(深圳有限合夥)), Yantai Rongjian Enterprise Management Center (Limited Partnership) (煙台榮建企業管理中心(有限合夥)), Yan Tai Hong Da Investment Limited (煙台鴻大投資有限公司), Yantai Economic Development Investment Company (煙台市經濟發展投資公司), Hudson Bay Master Fund Ltd., PAG Growth Holding IV (HK) Limited, Suzhou Lirui Equity Investment Center (Limited Partnership) (蘇州禮瑞股權投資中心(有限合夥)), Senming Capital Limited, CRF Investment Holdings Company Limited, Shanghai Tan Ying Investment Partnership (L.P.) (上海根英投資合夥企業(有限合夥)), ORBIMED GENESIS MASTER FUND, L.P., Nanjing Huatai Healthcare Investment II LLP (南京華泰大健康二號股權投資合夥企業(有限合夥)), Nanjing Daoan Management Center GP (南京道安企業管理中心(普通合夥)).	RemeGen Co., Ltd. was established on 4 July 2008. The Company was established by means of promotion based on the change of RemeGen Co., Ltd. into a joint stock limited company as a whole under the laws of the PRC, and was registered with the Administration for Industry and Commerce of Yantai Economic and Technological Development Area (煙台經濟技術開發區市場監督管理局) on 12 May 2020 and obtained a business license. The Company's unified social credit code is 91370600676820877R. All the shareholders of the former RemeGen Co., Ltd.* are the founders of the Company as follows: Yantai Rongda Venture Capital Center (Limited Partnership) (煙台榮達創業投資中心 (有限合夥)), I-NOVA Limited, Fang Jianmin, Fund for the transformation of National Science and Technology Major Project (國投 (上海)科技成果轉化創業投資基金企業(有限合夥)), PAG Growth Prosperity Holding I (HK) Limited, Yantai Rongqian Enterprise Management Center (Limited Partnership) (煙台榮讓企業管理中心(有限合夥)), Yantai Rongyi Enterprise Management Center (Limited Partnership) (煙台榮益企業管理中心(有限合夥)), Wholly Sunbeam Limited, Shenzhen Capital Group Co., Ltd. (深圳市創新投資集團有限公司), RongChang Holding Group LTD., RC – Biology Investment Ltd., Yantai Rongshi Enterprise Management Center (Limited Partnership) (煙台榮實企業管理中心(有限合夥)), Metroplus International Limited, SDIC Chuanghe National Leading Fund of Emerging Industries VC (Limited Partnership) (國投創合國家新興產業創業投資引導基金(有限合夥)), Beijing Lapam Healthcare Investment Center LLP (北京龍野健康醫療投資中心(有限合夥)), LBC Sunshine Healthcare Fund L.P., LAV Remegen Limited, Vivo Capital Fund IX, L.P., Lu Thai Textile Co., Ltd. (魯泰紡織股份有限公司), Janchor Partners Pan-Asian Master Fund, TIBET Lapam Yijing Venture Capital Center LLP (西藏龍野怡景創業投資中心(有限合夥)), Nanjing Huatai Healthcare Investment I LLP (南京華泰大健康一號股權投資合夥企業(有限合夥)), Shandong Jifu Jingu New Kinetic Energy Equity Investment Fund Partnership (Limited Partnership) (山東吉富金谷新動能股權投資基金合夥企業(有限合夥)), Suzhou Likang Equity Investment Center (Limited Partnership) (蘇州禮康股權投資中心(有限合夥)), Hangzhou Chuanghe Select Venture Capital (Limited Partnership) (杭州創合精選創業投資合夥企業(有限合夥)), Weihai Luxin Fuwei Equity Investment Fund Partnership (Limited Partnership) (威海魯信福威股權投資基金合夥企業(有限合夥)), Govtor Capital Co., Ltd. (江蘇高科技投資集團有限公司), Jiangsu International Trust Corporation Limited (江蘇省國際信託有限責任公司), MINTU Infrastructure Development Holdings Co., Limited (民國基礎設施發展投資有限公司), ORBIMED PARTNERS MASTER FUND LIMITED, Small Medium Enterprises Development Fund (Shenzhen) LLP (中小企業發展基金(深圳有限合夥)), Yantai Rongjian Enterprise Management Center (Limited Partnership) (煙台榮建企業管理中心(有限合夥)), Yan Tai Hong Da Investment Limited (煙台鴻大投資有限公司), Yantai Economic Development Investment Company (煙台市經濟發展投資公司), Hudson Bay Master Fund Ltd., PAG Growth Holding IV (HK) Limited, Suzhou Lirui Equity Investment Center (Limited Partnership) (蘇州禮瑞股權投資中心(有限合夥)), Senming Capital Limited, CRF Investment Holdings Company Limited, Shanghai Tan Ying Investment Partnership (L.P.) (上海根英投資合夥企業(有限合夥)), ORBIMED GENESIS MASTER FUND, L.P., Nanjing Huatai Healthcare Investment II LLP (南京華泰大健康二號股權投資合夥企業(有限合夥)), Nanjing Daoan Management Center GP (南京道安企業管理中心(普通合夥)).

Original Article of the Articles of Association

Amended Article of the Articles of Association

RemeGen Co., Ltd. was established on 4 July 2008. The Company was established by means of promotion based on the change of RemeGen Co., Ltd. into a joint stock limited company as a whole under the laws of the PRC, and was registered with the Administration for Industry and Commerce of Yantai Economic and Technological Development Area (煙台經濟技術開發區市場監督管理局) on 12 May 2020 and obtained a business license. The Company's unified social credit code is 91370600676820877R. All the shareholders of the former RemeGen Co., Ltd. are the founders of the Company as follows: Yantai Rongda Venture Capital Center (Limited Partnership) (煙台榮達創業投資中心 (有限合夥)), I-NOVA Limited, Fang Jianmin, Fund for the transformation of National Science and Technology Major Project (國投 (上海)科技成果轉化創業投資基金企業(有限合夥)), PAG Growth Prosperity Holding I (HK) Limited, Yantai Rongqian Enterprise Management Center (Limited Partnership) (煙台榮讓企業管理中心(有限合夥)), Yantai Rongyi Enterprise Management Center (Limited Partnership) (煙台榮益企業管理中心(有限合夥)), Wholly Sunbeam Limited, Shenzhen Capital Group Co., Ltd. (深圳市創新投資集團有限公司), RongChang Holding Group LTD., RC – Biology Investment Ltd., Yantai Rongshi Enterprise Management Center (Limited Partnership) (煙台榮實企業管理中心(有限合夥)), Metroplus International Limited, SDIC Chuanghe National Leading Fund of Emerging Industries VC (Limited Partnership) (國投創合國家新興產業創業投資引導基金(有限合夥)), Beijing Lapam Healthcare Investment Center LLP (北京龍野健康醫療投資中心(有限合夥)), LBC Sunshine Healthcare Fund L.P., LAV Remegen Limited, Vivo Capital Fund IX, L.P., Lu Thai Textile Co., Ltd. (魯泰紡織股份有限公司), Janchor Partners Pan-Asian Master Fund, TIBET Lapam Yijing Venture Capital Center LLP (西藏龍野怡景創業投資中心(有限合夥)), Nanjing Huatai Healthcare Investment I LLP (南京華泰大健康一號股權投資合夥企業(有限合夥)), Shandong Jifu Jingu New Kinetic Energy Equity Investment Fund Partnership (Limited Partnership) (山東吉富金谷新動能股權投資基金合夥企業(有限合夥)), Suzhou Likang Equity Investment Center (Limited Partnership) (蘇州禮康股權投資中心(有限合夥)), Hangzhou Chuanghe Select Venture Capital (Limited Partnership) (杭州創合精選創業投資合夥企業(有限合夥)), Weihai Luxin Fuwei Equity Investment Fund Partnership (Limited Partnership) (威海魯信福威股權投資基金合夥企業(有限合夥)), Govtor Capital Co., Ltd. (江蘇高科技投資集團有限公司), Jiangsu International Trust Corporation Limited (江蘇省國際信託有限責任公司), MINTU Infrastructure Development Holdings Co., Limited (民國基礎設施發展投資有限公司), ORBIMED PARTNERS MASTER FUND LIMITED, Small Medium Enterprises Development Fund (Shenzhen) LLP (中小企業發展基金(深圳有限合夥)), Yantai Rongjian Enterprise Management Center (Limited Partnership) (煙台榮建企業管理中心(有限合夥)), Yan Tai Hong Da Investment Limited (煙台鴻大投資有限公司), Yantai Economic Development Investment Company (煙台市經濟發展投資公司), Hudson Bay Master Fund Ltd., PAG Growth Holding IV (HK) Limited, Suzhou Lirui Equity Investment Center (Limited Partnership) (蘇州禮瑞股權投資中心(有限合夥)), Senming Capital Limited, CRF Investment Holdings Company Limited, Shanghai Tan Ying Investment Partnership (L.P.) (上海根英投資合夥企業(有限合夥)), ORBIMED GENESIS MASTER FUND, L.P., Nanjing Huatai Healthcare Investment II LLP (南京華泰大健康二號股權投資合夥企業(有限合夥)), Nanjing Daoan Management Center GP (南京道安企業管理中心(普通合夥)).

RemeGen Co., Ltd. was established on 4 July 2008. The Company was established by means of promotion based on the change of RemeGen Co., Ltd. into a joint stock limited company as a whole under the laws of the PRC, and was registered with the Administration for Industry and Commerce of Yantai Economic and Technological Development Area (煙台經濟技術開發區市場監督管理局) on 12 May 2020 and obtained a business license. The Company's unified social credit code is 91370600676820877R. All the shareholders of the former RemeGen Co., Ltd.* are the founders of the Company as follows: Yantai Rongda Venture Capital Center (Limited Partnership) (煙台榮達創業投資中心 (有限合夥)), I-NOVA Limited, Fang Jianmin, Fund for the transformation of National Science and Technology Major Project (國投 (上海)科技成果轉化創業投資基金企業(有限合夥)), PAG Growth Prosperity Holding I (HK) Limited, Yantai Rongqian Enterprise Management Center (Limited Partnership) (煙台榮讓企業管理中心(有限合夥)), Yantai Rongyi Enterprise Management Center (Limited Partnership) (煙台榮益企業管理中心(有限合夥)), Wholly Sunbeam Limited, Shenzhen Capital Group Co., Ltd. (深圳市創新投資集團有限公司), RongChang Holding Group LTD., RC – Biology Investment Ltd., Yantai Rongshi Enterprise Management Center (Limited Partnership) (煙台榮實企業管理中心(有限合夥)), Metroplus International Limited, SDIC Chuanghe National Leading Fund of Emerging Industries VC (Limited Partnership) (國投創合國家新興產業創業投資引導基金(有限合夥)), Beijing Lapam Healthcare Investment Center LLP (北京龍野健康醫療投資中心(有限合夥)), LBC Sunshine Healthcare Fund L.P., LAV Remegen Limited, Vivo Capital Fund IX, L.P., Lu Thai Textile Co., Ltd. (魯泰紡織股份有限公司), Janchor Partners Pan-Asian Master Fund, TIBET Lapam Yijing Venture Capital Center LLP (西藏龍野怡景創業投資中心(有限合夥)), Nanjing Huatai Healthcare Investment I LLP (南京華泰大健康一號股權投資合夥企業(有限合夥)), Shandong Jifu Jingu New Kinetic Energy Equity Investment Fund Partnership (Limited Partnership) (山東吉富金谷新動能股權投資基金合夥企業(有限合夥)), Suzhou Likang Equity Investment Center (Limited Partnership) (蘇州禮康股權投資中心(有限合夥)), Hangzhou Chuanghe Select Venture Capital (Limited Partnership) (杭州創合精選創業投資合夥企業(有限合夥)), Weihai Luxin Fuwei Equity Investment Fund Partnership (Limited Partnership) (威海魯信福威股權投資基金合夥企業(有限合夥)), Govtor Capital Co., Ltd. (江蘇高科技投資集團有限公司), Jiangsu International Trust Corporation Limited (江蘇省國際信託有限責任公司), MINTU Infrastructure Development Holdings Co., Limited (民國基礎設施發展投資有限公司), ORBIMED PARTNERS MASTER FUND LIMITED, Small Medium Enterprises Development Fund (Shenzhen) LLP (中小企業發展基金(深圳有限合夥)), Yantai Rongjian Enterprise Management Center (Limited Partnership) (煙台榮建企業管理中心(有限合夥)), Yan Tai Hong Da Investment Limited (煙台鴻大投資有限公司), Yantai Economic Development Investment Company (煙台市經濟發展投資公司), Hudson Bay Master Fund Ltd., PAG Growth Holding IV (HK) Limited, Suzhou Lirui Equity Investment Center (Limited Partnership) (蘇州禮瑞股權投資中心(有限合夥)), Senming Capital Limited, CRF Investment Holdings Company Limited, Shanghai Tan Ying Investment Partnership (L.P.) (上海根英投資合夥企業(有限合夥)), ORBIMED GENESIS MASTER FUND, L.P., Nanjing Huatai Healthcare Investment II LLP (南京華泰大健康二號股權投資合夥企業(有限合夥)), Nanjing Daoan Management Center GP (南京道安企業管理中心(普通合夥)).

IV-2 -

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
-	Article 3 The Company’s overseas listed foreign shares (“H Shares”) were listed on the main board of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) on 9 November 2020.

The Company was registered with the China Securities Regulatory Commission (the “CSRC”) on 11 January 2022 for the initial public offering of 54,426,301 RMB ordinary shares (“A Shares”), which were listed on the Science and Technology Innovation Board of Shanghai Stock Exchange on 31 March 2022. |
| Article 3 The Chinese name of the Company: 荣昌生物製藥(煙台)股份有限公司
English name: RemeGen Co., Ltd. | Article 4 The Chinese registered name of the Company: 荣昌生物製藥(煙台)股份有限公司
The English registered name of the Company: RemeGen Co., Ltd. |
| Article 3 Domicile: No. 58 Middle Beijing Road, Yantai Development Zone, Yantai, China (Shandong) Pilot Free Trade Zone
Postcode: 264006 | Article 5 Domicile: No. 58 Middle Beijing Road, Yantai Development Zone, Yantai, China (Shandong) Pilot Free Trade Zone
Postcode: 264006 |
| - | Article 6 The registered capital of the Company is RMB544,608,243. |
| Article 4 The Company is a joint stock limited company with perpetual existence. | Article 7 The Company is a joint stock limited company with perpetual existence. |
| Article 5 The registered capital of the Company is RMB544,332,083. | - |
| Article 6 The legal representative of the Company is the chairman of the Board of the Company. | Article 8 The legal representative of the Company is the chairman of the Board of the Company. If the chairman of the Board resigns, he/she shall be deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the Company shall appoint a new legal representative within thirty days from the date of the legal representative’s resignation. |
| - | Article 9 The legal consequences of civil activities performed by the legal representative in the name of the Company shall be borne by the Company.

Restrictions imposed on the powers of the legal representative by the Articles of Association or by shareholders’ meetings shall not be invoked against a bona fide counterparty.

If the legal representative causes damage to others while performing his/her duties, the Company shall assume civil liability for such damage. The Company may, after assuming the civil liability, seek compensation from the legal representative at fault in accordance with laws or the Articles of Association. |

– IV-3 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 7 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.	Article 10 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 properties.
Article 8 The Articles of Association shall be a legally binding public document that regulates the Company’s organization and activities, the rights and obligations between the Company and its shareholders as well as among the shareholders from the date on which it takes effect:	Article 11 The Articles of Association shall be a legally binding public document that regulates the Company’s organization and activities, the rights and obligations between the Company and its shareholders as well as among the shareholders from the date on which it takes effect and shall be binding to the Company, its shareholders, directors and senior management members. Pursuant to the Articles of Association, the shareholders may pursue actions against other shareholders, the shareholders may pursue actions against the directors and senior management members of the Company, the shareholders may pursue actions against the Company and the Company may pursue actions against its shareholders, directors and senior management.
Article 9 The Articles of Association shall be binding to the Company, its shareholders, directors, supervisors and senior management members. The aforesaid personnel shall all have the right to propose claims concerning the affairs of the Company in accordance with the Articles of Association.
Pursuant to the Articles of Association, the shareholders may pursue actions against other shareholders, the shareholders may pursue actions against the directors, supervisors, general manager and other senior management members of the Company, the shareholders may pursue actions against the Company and the Company may pursue actions against its shareholders, directors, supervisors, general manager and other senior management.
The actions, as referred to in the preceding paragraph, include the instituting of legal proceedings with a court or filing with an arbitral authority for arbitration.
Article 10 To the extent permitted by laws and regulations, the Company may invest in other limited liability companies or joint stock limited companies and shall be held responsible for the companies invested by the Company to the extent of the capital contribution made by it.	-
Article 11 “Senior management members” referred to in the Articles of Association include general manager, president, chief medical officer, chief financial officer and the secretary to the Board of the Company.	Article 12 “Senior management members” referred to in the Articles of Association include general manager, chief financial officer and the secretary to the Board of the Company and other personnel specified herein.
Article 12 In accordance with the relevant provisions under the Constitution of the Communist Party of China, the Company shall establish a Communist Party of China organisation to carry out the activities of the Party. The Company shall provide necessary conditions for activities organized by the Party.	Article 13 In accordance with the relevant provisions under the Constitution of the Communist Party of China, the Company shall establish a Communist Party of China organisation to carry out the activities of the Party. The Company shall provide necessary conditions for activities organized by the Party.

IV-4 -

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
CHAPTER 2 BUSINESS OBJECTIVES AND SCOPE	CHAPTER 2 BUSINESS OBJECTIVES AND SCOPE
Article 13 The business objective of the Company: to introduce advanced management technologies, to reach the domestic and international advanced level, and to achieve satisfactory economic benefits for all parties of the joint venture.	Article 14 The business objective of the Company: to introduce advanced management technologies, to reach the domestic and international advanced level, and to achieve satisfactory economic benefits for all parties of the joint venture.
Article 14 Upon registration according to the law, the Company's business scope is as follows: research and development, production and sales of pharmaceutical products, diagnostic reagent products, and engaging in the technical services related to the above products and their research and development, technology transfer, import or export of goods or technologies (except for those prohibited—or required administrative approval by the State). (The projects requiring approvals according to the law can be carried out only after being approved by the relevant authorities.)	Article 15 Upon registration according to the law, the Company's business scope is as follows: research and development, production and sales of pharmaceutical products, diagnostic reagent products, and engaging in the technical services related to the above products and their research and development, technology transfer, import or export of goods or technologies (except for those prohibited by the State or requiring administrative approval). (The projects requiring approvals according to the law can be carried out only after being approved by the relevant authorities.)
CHAPTER 3 SHARE	CHAPTER 3 SHARE
Section 1 Issuance of Shares	Section 1 Issuance of Shares
Article 15 The stock of the Company shall take the form of shares.	Article 16 The stock of the Company shall take the form of shares.
Article 16 The Company shall issue shares in a transparent, fair and just manner, and each share of the same category shall have the same right. All shares of the same category issued at the same time shall be issued under the same conditions and at the same price; any entity or individual shall pay the same price for each share. The domestic shares and overseas listed foreign shares issued by the Company shall enjoy equal rights in the distribution of dividend or distribution in any other form. No powers shall be taken to freeze or otherwise impair any of the rights attaching to any share by reason only that the person who is interested directly or indirectly therein have failed to disclose his/her interests to the Company.	Article 17 The Company shall issue shares in a transparent, fair and just manner, and each share of the same class shall have the same right. All shares of the same class issued at the same time shall be issued under the same conditions and at the same price; subscribers shall pay the same price for each share.
Article 17 All shares issued by the Company shall have a par value and shall be denominated in RMB with each share having a par value of RMB1.00. The Company shall have ordinary shares at all times. With the approval of authority authorized by the State Council, the Company may have other forms of shares when needed.	Article 18 All the par value shares issued by the Company shall be denominated in RMB with each share having a par value of RMB1.00.
-	Article 19 The A Shares issued by the Company shall be held in central custody at Shanghai Branch of China Securities Depository and Clearing Corporation Limited. The H Shares of the Company shall be held in custody by the authorized depository companies of Hong Kong Securities Clearing Company Limited and may also be held by shareholders in their own names.

– IV-5 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 18 The Company may offer its shares to both domestic and foreign investors with the approval of the relevant securities regulatory authority under the State Council.

Foreign investors referred to in the preceding paragraph shall mean those investors in foreign countries, Hong Kong Special Administration Region (“Hong Kong”) of the People’s Republic of China (the “PRC”), Macau Special Administration Region or Taiwan who subscribe for shares issued by the Company. Domestic investors shall mean those investors in the PRC, excluding the aforementioned regions, who subscribe for shares issued by the Company. | Article 20 The Company may offer its shares to both domestic and foreign investors upon registration or filing with the relevant securities regulatory authority under the State Council.

Foreign investors referred to in the preceding paragraph shall mean those investors in foreign countries, Hong Kong Special Administration Region (“Hong Kong”) of the People’s Republic of China (the “PRC”), Macau Special Administration Region or Taiwan who subscribe for shares issued by the Company. Domestic investors shall mean those investors in the PRC, excluding the aforementioned regions, who subscribe for shares issued by the Company. |
| Article 19 Shares that the Company issues to domestic investors for subscription in RMB shall be known as domestic shares. Shares that the Company issues to foreign investors for subscription in foreign currencies shall be known as foreign shares. Foreign shares offered and listed overseas shall be known as overseas listed foreign shares.

Shares listed on an overseas stock exchange upon approval by the department authorized by the State Council and by the overseas securities regulatory authority shall be collectively known as overseas listed shares.

The foreign shares issued by the Company and listed on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) are known in abbreviation as “H Shares”. These are shares which have been approved for listing on the Hong Kong Stock Exchange, have a par value denominated in RMB, and are subscribed to and traded in foreign currencies.

Foreign currencies referred to in the preceding paragraph mean the lawful currencies, other than RMB, of other countries or regions, which are recognized by the foreign exchange authority of the State and can be used to pay to the Company for the shares.

To the extent as permitted by relevant law, administrative regulations and department rules, shareholders of the Company may list the unlisted shares they hold on an overseas stock exchange upon approval by the regulatory authorities such as securities regulatory authority under the State Council. Listing of the aforesaid shares on an overseas stock exchange shall also comply with the regulatory procedure, regulations and requirements of the overseas securities market. Listing of the aforesaid shares on an overseas stock exchange shall not be subject to the voting at a meeting of shareholders of any class. | - |

IV-6 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Before the initial public offering of overseas listed foreign shares, the share capital of the Company was RMB401,819,202, and the total number of shares was 401,819,202 shares, all of which are ordinary shares. The equity structure is listed as follows:
No. Name of Shareholder Number of shares held (0'000 shares)
Percentage of shareholding Method of capital contribution Time of capital contribution
1 Yuntai Rongda Venture Capital Center (Limited Partnership) (赠台榮達創業投資中心(有限合夥)) 10,238.1891 25.48% By conversion of net assets into shares March 31, 2020
2 RongChang Holding Group LTD. 1,168.3725 2.91% By conversion of net assets into shares March 31, 2020
3 Yuntai Rongqian Enterprise Management Center (Limited Partnership) (赠台榮謙企業管理中心(有限合夥)) 1,850.7388 4.61% By conversion of net assets into shares March 31, 2020
4 Yuntai Rongshi Enterprise Management Center (Limited Partnership) (赠台榮實企業管理中心(有限合夥)) 919.0203 2.29% By conversion of net assets into shares March 31, 2020
5 Yuntai Rongyi Enterprise Management Center (Limited Partnership) (赠台榮益企業管理中心(有限合夥)) 1,663.0337 4.14% By conversion of net assets into shares March 31, 2020
6 Yuntai Rongjian Enterprise Management Center (Limited Partnership) (赠台榮達企業管理中心(有限合夥)) 216.3655 0.54% By conversion of net assets into shares March 31, 2020
7 RC-Biology Investment Ltd 1,081.8262 2.69% By conversion of net assets into shares March 31, 2020
8 Fang Jianmin 2,621.8320 6.52% By conversion of net assets into shares March 31, 2020
9 I-NOVA Limited 3,960.0000 9.86% By conversion of net assets into shares March 31, 2020
10 Yuntai Economic Development Investment Company (赠台市經濟發展投資公司) 206.0663 0.51% By conversion of net assets into shares March 31, 2020
11 Wholly Sunbeam Limited 1,569.3711 3.91% By conversion of net assets into shares March 31, 2020
12 Yan Tai Hong Da Investment Limited (赠台鴻大投資有限公司) 217.4603 0.54% By conversion of net assets into shares March 31, 2020
13 Metroplus International Limited 785.5771 1.96% By conversion of net assets into shares March 31, 2020

– IV-7 –

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
14 Govtor Capital Co., Ltd. (江蘇高科技投資集團有限公司) 262.4263
0.65% By conversion of net assets into shares March 31, 2020
15 Jiangsu International Trust Corporation Limited (江蘇省國際信託有限責任公司) 239.1734 0.59% By conversion of net assets into shares March 31, 2020
16 MINTU Infrastructure Development Holdings Co., Limited (民興基礎設施發展控股有限公司) 232.5294 0.58% By conversion of net assets into shares March 31, 2020
17 Lu Thai Textile Co., Ltd. (魯泰紡織股份有限公司) 421.8265 1.05% By conversion of net assets into shares March 31, 2020
18 SDIC Chuanghe National Leading Fund of Emerging Industries VC (Limited Partnership) (國投創合國家居園產業創業投資引導基金(有限合夥)) 753.8084 1.88% By conversion of net assets into shares March 31, 2020
19 Beijing Lapam Healthcare Investment Center LLP (北京龍聯健康醫療投資中心(有限合夥)) 753.8084 1.88% By conversion of net assets into shares March 31, 2020
20 Fund for the transformation of National Science and Technology Major Project (國投(上海)科技成果轉化創業投資基金企業(有限合夥)) 2,473.2556 6.16% By conversion of net assets into shares March 31, 2020
21 Shenzhen Capital Group Co., Ltd. (深圳市創新投資集團有限公司) 1,281.3478 3.19% By conversion of net assets into shares March 31, 2020
22 Small Medium Enterprises Development Fund (Shenzhen) LLP (中小企業發展基金(深圳有限合夥)) 226.1426 0.56% By conversion of net assets into shares March 31, 2020
23 Senming Capital Limited 150.7616 0.37% By conversion of net assets into shares March 31, 2020
24 Shandong Jifu Jingu New Kinetic Energy Equity Investment Fund Partnership (Limited Partnership) (山東吉富全谷新動能股權投資基金合夥企業(有限合夥)) 326.7431 0.81% By conversion of net assets into shares March 31, 2020
25 Nanjing Huatai Healthcare Investment I LLP (南京華泰大健康一號股權投資合夥企業(有限合夥)) 347.5226 0.85% By conversion of net assets into shares March 31, 2020
26 Nanjing Huatai Healthcare Investment II LLP (南京華泰大健康二號股權投資合夥企業(有限合夥)) 23.8110 0.06% By conversion of net assets into shares March 31, 2020
27 Nanjing Daouan Management Center GP (南京道安全業管理中心(香港合夥)) 5.5702 0.01% By conversion of net assets into shares March 31, 2020

– IV-8 –

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
28-Weihai-Luxin-Fuwei-Equity-Investment-Fund-Partnership-(Limited Partnership)---(威海鲁信福威股權投資基金合夥企業(有限合夥))
263.8326-0.66% By conversion of net assets into shares March 31, 2020
29-PAG-Growth-Prosperity-Holding-I-(HK)-Limited-2,110.6602-5.25% By conversion of net assets into shares March 31, 2020
30-PAG-Growth-Holding-IV-(HK)-Limited-200.2231-0.50% By conversion of net assets into shares March 31, 2020
31-TIBET-Lapam-Yijing-Venture-Capital-Center-LLP-(西藏龍群怡景創業投資中心(有限合夥))-385.4037-0.96% By conversion of net assets into shares March 31, 2020
32-Hangzhou-Chuanghe-Select-Venture-Capital-(Limited-Partnership) (杭州創-合精選創業投資合夥企業(有限合夥))-301.5230-0.75% By conversion of net assets into shares March 31, 2020
33-LAV-Remegen-Limited-459.3351-1.14% By conversion of net assets into shares March 31, 2020
34-Suzhou-Likang-Equity-Investment-(Limited-Partnership)-(蘇州禮康股權投資中心(有限合夥))-306.2235-0.76% By conversion of net assets into shares March 31, 2020
35-Suzhou-Lirui-Equity-Investment-Center-(Limited-Partnership)-(蘇州禮瑞股權投資中心(有限合夥))-153.1116-0.38% By conversion of net assets into shares March 31, 2020
36-LBC-Sunshine-Healthcare-Fund-L.P.-472.3198-1.18% By conversion of net assets into shares March 31, 2020
37-Janchor-Partners-Pan-Asian-Master-Fund-392.7884-0.98% By conversion of net assets into shares March 31, 2020
38-Hudson-Bay-Master-Fund-LTD-204.5096-0.51% By conversion of net assets into shares March 31, 2020
39-ORBIMED-PARTNERS-MASTER-FUND-LIMITED-233.7254-0.58% By conversion of net assets into shares March 31, 2020
40-ORBIMED-GENESIS-MASTER-FUND-L.P.-58.4313-0.15% By conversion of net assets into shares March 31, 2020
41-Vivo-Capital-Fund-IX-L.P.-452.8427-1.13% By conversion of net assets into shares March 31, 2020
42-CRF-Investment-Holdings-Company-Limited-97.3856-0.24% By conversion of net assets into shares March 31, 2020
43-Shanghai-Tan-Ying-Investment-Partnership-(L.P.)(上海楊英投資合夥企業(有限合夥))-93.0248-0.23% By conversion of net assets into shares March 31, 2020
Total-40,181.9202-100.00%

IV-9 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 20 Upon completion of the initial public offering of overseas listed foreign shares, the capital structure of the Company shall comprise of: 478,356,202 ordinary shares (before the Over-allotment Option is exercised), including 239,294,291 domestic shares, accounting for 50.02% of the total number of ordinary shares of the Company; 132,193,534 unlisted foreign shares; accounting for 27.64% of the total number of ordinary shares of the Company; and 106,868,377 H Shares, accounting for 22.34% of the total number of ordinary shares of the Company.

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 20 Upon completion of the initial public offering of overseas listed foreign shares, the capital structure of the Company shall comprise of: 478,356,202 ordinary shares (before the Over-allotment Option is exercised), including 239,294,291 domestic shares, accounting for 50.02% of the total number of ordinary shares of the Company; 132,193,534 unlisted foreign shares; accounting for 27.64% of the total number of ordinary shares of the Company; and 106,868,377 H Shares, accounting for 22.34% of the total number of ordinary shares of the Company.

If the Over-allotment Option is fully exercised, the capital structure of the Company shall comprise of: 489,836,702 ordinary shares, including 239,294,291 domestic shares; accounting for 48.85% of the total number of ordinary shares of the Company; 132,193,534 unlisted foreign shares; accounting for 26.99% of the total number of ordinary shares of the Company; and 118,348,877 H Shares, accounting for 24.16% of the total number of ordinary shares of the Company.

With the approval of the China Securities Regulatory Commission (the "CSRC"), 15 shareholders of the Company converted a total of 71,232,362 domestic unlisted shares into overseas listed foreign shares, and the relevant shares may be listed on the Hong Kong Stock Exchange upon completion of the conversion.

With the consent of the Shanghai Stock Exchange (the "SSE") and registration with the CSRC, the Company made an initial public offering of 54,426,301 domestic RMB ordinary shares (A shares), which was listed on the Science and Technology Innovation Board on March 31, 2022. After the completion of the conversion of the above-mentioned domestic unlisted shares into overseas listed foreign shares and the completion of the initial public offering and listing of domestic RMB ordinary shares (A shares), the share capital structure of the Company is as follows: 544,263,003 ordinary shares, of which: 354,681,764 domestic RMB ordinary shares (A shares), accounting for 65.17% of the total number of ordinary shares of the Company; 189,581,239 H shares, accounting for 34.83% of the total number of ordinary shares of the Company.

As approved by the Company's 2022 Second Extraordinary General Meeting, the 2022 First Class Meeting of A Shareholders and the 2022 First Class Meeting of H Shareholders, 69,080 A shares of the Class A interests under the Company's 2022 Restricted A Share Incentive Scheme vested in the first vesting period; after the vesting, the Company's share capital structure is as follows: 544,332,083 ordinary shares, of which: 354,750,844 domestic RMB ordinary shares (A shares), accounting for 65.17% of the total number of ordinary shares of the Company; and 189,581,239 H shares, accounting for 34.83% of the total number of ordinary shares of the Company. | - |
| Article 21 The Board of the Company may make arrangement for the Company's separate issuance of overseas listed foreign shares and domestic shares according to the issue scheme approved by the securities regulatory authority under the State Council. | - |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 22 If the Company separately issues overseas listed foreign shares and domestic shares within the total number specified in the issue scheme, the said shares shall be issued respectively at one time; if it is impossible for the shares to be issued at one time for special reasons, the shares may be issued in several tranches subject to the approval by the securities regulatory authorities of the State Council.	-
-	Article 21 The total number of issued shares of the Company is 544,608,243 ordinary shares, of which 355,027,004 shares are A Shares, accounting for approximately 65.19% of the total share capital, and 189,581,239 shares are H Shares, accounting for approximately 34.81% of the total share capital.
-	Article 22 If the share capital of the Company contains different classes of shares, any alteration made to the rights attached to any shares of such class shall be approved by shareholders attending shareholders' meetings of such class of shares with voting rights by special resolutions unless otherwise required. For the purpose of this Article, A Shares and H Shares of the Company shall be deemed as same class of shares.
-	Article 23 The Company or the Company's subsidiaries (including affiliates of the Company) shall not provide financial assistance in the form of grants, advances, guarantees, borrowings to others for the acquisition of shares of the Company or those of its parent company, except where the Company has implemented an employee stock ownership plan.
In the interests of the Company, the Company may, by the resolution(s) of the shareholders' meetings, or by the resolution(s) of the Board of Directors in accordance with the Articles of Association or a mandate granted by the shareholders' meetings, provide financial assistance to others for the acquisition of shares of the Company or those of its parent company, provided that the cumulative total of such financial assistance shall not exceed ten percent of the total issued share capital. The relevant resolution(s) of the Board of Directors shall be passed by more than two-thirds of all directors.
Section 2 Increase, Decrease and Buyback of Shares	Section 2 Increase, Decrease and Buyback of Shares
Article 23 The Company may increase capital based on the needs of operation and development and in accordance with the requirements of laws and regulations and resolution on the general meeting, by way of the following:
(I) Public offering of shares;
(II) Non-public offering of shares;
(III) Placement and offer of new shares to existing shareholders;
(IV) Conversion of the reserve into share capital;
(V) Other means stipulated by laws and administrative regulations.	Article 24 The Company may increase capital based on the needs of operation and development and in accordance with the requirements of laws and regulations and resolution on the shareholders' meeting, by way of the following:
(I) Issuance of shares to non-specific investors;
(II) Issuance of shares to specific investors;
(III) Bonus shares to existing shareholders;
(IV) Conversion of the reserve into share capital;
(V) Other means stipulated by laws and administrative regulations and required by the CSRC.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
The Company's increase of capital by issuing new shares shall, after being approved in accordance with the provisions of the Articles of Association, be conducted in accordance with the procedures stipulated by relevant national laws and administrative regulations.	When the Company issues new shares for the purpose of increasing its registered capital, the shareholders shall not be entitled to pre-emptive rights, unless otherwise provided by the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association or resolved by a resolution of the shareholders' meeting that the shareholders shall be entitled to pre-emptive rights.

Original Article of the Articles of Association

Amended Article of the Articles of Association

The Company's increase of capital by issuing new shares shall, after being approved in accordance with the provisions of the Articles of Association, be conducted in accordance with the procedures stipulated by relevant national laws and administrative regulations.

When the Company issues new shares for the purpose of increasing its registered capital, the shareholders shall not be entitled to pre-emptive rights, unless otherwise provided by the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association or resolved by a resolution of the shareholders' meeting that the shareholders shall be entitled to pre-emptive rights.

When the Company increases its registered capital, it shall register the change with the registration authority of the Company in accordance with the laws. |
| Article 24 The Company may decrease its registered capital. The Company shall decrease its registered capital pursuant to the Company Law, other relevant regulations and the Articles of Association | Article 25 The Company may decrease its registered capital. The Company shall decrease its registered capital pursuant to the Company Law, other relevant regulations and the Articles of Association |
| Article 25 The Company may, in the following circumstances, buy back its outstanding shares in accordance with the law, administrative regulations, department rules and requirement of this Articles of Associations:

(I) When decreasing the registered capital of the Company;

(II) When merging with other companies holding shares of the Company;

(III) When shares are being used in the employee stock ownership plan or as equity incentive;

(IV) When shareholders objecting to resolutions of the general meeting concerning merger or division of the Company require the Company to buy their shares;

(V) When shares are being used to satisfy the conversion of corporate bonds convertible into shares issued by the Company;

(VI) When safeguarding corporate value and shareholders' equity as the Company deems necessary;

(VII) Other circumstances permitted by laws and administrative regulations.

Except for the abovementioned circumstances, the Company will not conduct any activities buying or selling its shares. | Article 26 The Company shall not repurchase its shares, except in any of the following circumstances:

(I) When decreasing the registered capital of the Company;

(II) When merging with other companies holding shares of the Company;

(III) When shares are being used in the employee stock ownership plan or as equity incentive;

(IV) When shareholders objecting to resolutions of the shareholders' meeting concerning merger or division of the Company require the Company to buy their shares;

(V) When shares are being used to satisfy the conversion of corporate bonds convertible into shares issued by the Company;

(VI) When safeguarding corporate value and shareholders' equity as the Company deems necessary. |

– IV-12 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Where the Company repurchases its shares in the circumstances set out in items (I) and (II) above, it shall be subject to approval at the general meeting; where the Company repurchases its shares in the circumstances set out in items (III), (V) and (VI) above, it shall be resolved by more than two-thirds of directors present at a meeting of the Board.

In the event that the Company repurchases its shares in accordance with the above provisions, such Shares shall be cancelled within ten days upon such repurchase in the circumstance set out in item (I); shall be transferred or cancelled within 6 months in the circumstances set out in items (II) and (IV); the aggregate number of shares held by the Company shall not exceed 10% of the total issued shares of the Company, and shall be transferred or cancelled within three years in the circumstances set out in items (III), (V) and (VI).

Where the Company repurchases its shares, it shall perform its information disclosure obligations in accordance with laws. | |
| - | Article 27 The Company may repurchase its shares by an open and centralized trading manner, or other means as recognized by the laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed and the CSRC.

If the Company repurchases its own shares under the circumstances as required in items (III), (V) and (VI) of the first paragraph of Article 26 of the Articles of Association, the transaction(s) shall be carried out in an open and centralized manner. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
-	Article 28 Where the Company repurchases its shares in the circumstances set out in items (I) and (II) of Article 26 of the Articles of Association, it shall be subject to approval at the shareholders’ meeting;

Where the Company repurchases its shares in the circumstances set out in items (III), (V) and (VI) of Article 26 of the Articles of Association, it shall be resolved by more than two-thirds of directors present at a meeting of the Board according to the provisions of the Articles of Association or a mandate granted by the shareholders’ meetings.

In the event that the Company repurchases its shares in accordance with the first paragraph of Article 26 of the Articles of Association, such Shares shall be cancelled within ten days upon such repurchase in the circumstance set out in item (I); shall be transferred or cancelled within 6 months in the circumstances set out in items (II) and (IV); the aggregate number of shares held by the Company shall not exceed 10% of the total issued shares of the Company, and shall be transferred or cancelled within three years in the circumstances set out in items (III), (V) and (VI). |
| Article 26 The Company may buy back its shares in any of the following ways:

(I) Issuing a buyback offer to all shareholders according to an equal percentage;

(II) Buying back through the open transaction in the stock exchange;

(III) Buying back through agreement outside the stock exchange;

(IV) Other methods as permitted by laws and administrative regulations and approved by regulatory authorities.

If the Company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of Article 25 of the Articles of Association, the acquisition shall be made through a public centralized transaction. | - |

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 27 In buying back shares through agreement outside the stock exchange, the Company shall seek prior approval at a general meeting in accordance with the Articles of Association. With prior approval at the general meeting, in the same way, the Company may cancel or change the contract already concluded in an aforesaid manner or waive any right under the contract.

The share buyback contract mentioned in the preceding paragraph includes (but is not limited to) agreement to undertake share buyback obligations and obtain share buyback rights.

The Company shall not transfer the share buyback contract or any right thereunder. | - |
| Article 28 The shares so repurchased shall be cancelled or transferred within a period stipulated by relevant laws and administrative regulations. If shares were cancelled, the Company shall notify the original registration authority and apply to change its registered capital.

The aggregate par value of the cancelled shares shall be reduced from the registered capital of the Company. | - |
| Article 29 Unless the Company is under liquidation, the Company shall observe the following regulations when buying back its outstanding shares:

(i) If the Company buys back shares at par value, the payment shall be deducted from the book balance of distributable profit of the Company and the proceeds from the issuance of new shares for buying back old shares;

(ii) If the Company buys back shares above par value, the part equivalent to the par value shall be deducted from the book balance of distributable profit of the Company and the proceeds from the issuance of new shares for buying back old shares; the part above the par value shall be processed as follows:

(i) Deducted from the book balance of distributable profit of the Company if the shares bought back were issued at par value; | - |

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(2) Deducted from the book balance of distributable profit of the Company and the proceeds from the issuance of new shares for buying back old shares if the shares bought back were issued above par value, but the amount deducted from the proceeds from the issuance of new shares shall not exceed the total premium obtained at the time of issuance of the shares bought back and shall not exceed the amount (including the premium from the issuance of new shares) in the premium account (or capital reserve account) of the Company at the time of buyback;
(III) The monies paid by the Company for the following purposes shall be deducted from the distributable profits of the Company:
(1) Acquiring the right to buy back its shares;
(2) Changing the share buyback contract;
(3) Cancelling its obligations under the share buyback contract;
(IV) After the par value of the cancelled shares is deducted from the registered capital of the Company pursuant to relevant regulations, the amount deducted from the distributable profit for paying the par value of the shares bought back shall be stated in the premium account (or capital reserve account) of the Company.
Where the laws, regulations and relevant requirements of the securities regulatory authorities in the place where the shares of the Company are listed have any other provisions in respect of the financial arrangement related to the aforementioned share buyback, such provisions shall prevail.
Section 3 Transfer of Shares	Section 3 Transfer of Shares
Article 30 Unless otherwise specified in the laws and administrative and by the securities regulatory authorities in the place where the shares of the Company, the paid-up shares of the Company can be freely transferred in accordance with laws and are not subject to any lien. Shares of the Company could be granted, inherited and pledged in accordance with relevant laws, administrative regulations and requirement of the Articles of Association. For the transfer of the shares of the Company, registration shall be made in the share registrar authorized by the Company.	-

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 31 Unless the following conditions are satisfied, the Board may refuse to recognize any transfer documents of H shares without giving any reasons:

(I) The transfer document only involves H shares;

(II) The stamp tax payable on the transfer instrument has been paid;

(III) The relevant share certificate, together with the evidence as reasonably required by the Board showing that the transferor is entitled to transfer the shares are produced;

(IV) No company shall have any lien over the relevant shares; and

(V) No transfer shall be made to minors or persons of unsound mind or others under legal disability.

If the Board refuses to register the share transfer, the Company shall send a written notice of the transferor and transferee within two months from the date of the transfer application. All transfers of H shares shall be effected by transfer document in writing in a general or common form or in any other form acceptable to the Board, including the standard transfer form or form of transfer specified by the Hong Kong Stock Exchange from time to time. The transfer document in writing may be signed by hand or (where the transferor or transferee is a corporation) stamped with the Company’s seal. If the transferor or transferee is a recognized clearing house as defined by the relevant provisions that come into effect from time to time according to the laws of Hong Kong (the “Recognized Clearing House”) or its nominee, the transfer document in writing may be signed by hand or in printed form.

All transfer documents shall be maintained in the legal address of the Company or such places as the Board may designate from time to time. | - |
| - | Article 29 The shares of the Company shall be transferrable in accordance with the laws. |
| Article 32 The Company shall not accept its own shares being held as security under a pledge. | Article 30 The Company shall not accept its own shares being held as security under a pledge. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 33 Shares of the Company held by the promoters shall not be transferred within one year after the incorporation of the Company. Shares already issued by the Company before public offering shall not be transferred within one year after the shares of the Company are listed on the stock exchange.

The directors, supervisors and senior management shall report to the Company about their shareholdings and changes thereof and shall not transfer more than 25% of their shares per annum during their terms of office; the shares they hold in the Company shall not be transferred within one year after the shares of the Company are listed. The aforesaid persons shall not transfer their shares in the Company within half a year after they terminate service with the Company. | Article 31 Shares already issued by the Company before public offering shall not be transferred within one year after the A Shares of the Company are listed on the Shanghai Stock Exchange.

The directors and senior management shall report to the Company about their shareholdings and changes thereof and shall not transfer more than 25% of their shares in the Company per annum during their terms of office as determined at the time of their assumption of office; the shares they hold in the Company shall not be transferred within one year after the shares of the Company are listed. The aforesaid persons shall not transfer their shares in the Company within half a year after they terminate service with the Company. |
| Article 34 Where a director, supervisor, senior manager, or shareholder holding more than 5% of the Company's shares sells the Company's shares held by him/her within 6 months after purchase, or buys them again within 6 months after sale, the proceeds thus earned shall belong to the Company, and the Board of Directors of the Company shall recover the proceeds. However, if the securities company holds more than 5% of the shares as a result of underwriting the purchase of the remaining shares after the sale, the sale of such shares is not subject to the six-month time limit.

If the Board of Directors of the Company does not abide by the provisions of the preceding paragraph, the shareholders have the right to request the Board of Directors to do so within 30 days. If the Board of Directors of the Company fails to do so within the said period, the shareholder shall have the right to file a lawsuit directly with the People's Court in his own name for the benefit of the Company.

If the Board of Directors of the Company does not abide by the provisions of the first paragraph, the responsible directors shall be jointly and severally liable according to law. | Article 32 Where a shareholder holding more than 5% of the shares, a director and a senior management member sells the Company's shares and other securities with an equity nature held by him/her within 6 months after purchase, or buys them again within 6 months after sale, the proceeds thus earned shall belong to the Company, and the Board of Directors of the Company shall recover the proceeds. However, this provision shall not apply if the securities company holds more than 5% of the shares as a result of the purchase of the remaining shares after the sale upon underwriting or under other circumstances stipulated by the CSRC.

Shares or other securities with an equity nature held by directors, senior management members and natural person shareholders referred to in the preceding paragraph include shares or other securities with an equity nature held by their spouses, parents and children and held under others' accounts.

If the Board of Directors of the Company does not abide by the provisions of the first paragraph of this Article, the shareholders have the right to request the Board of Directors to do so within 30 days. If the Board of Directors of the Company fails to do so within the said period, the shareholder shall have the right to file a lawsuit directly with the People's Court in his own name for the benefit of the Company.

If the Board of Directors of the Company does not abide by the provisions of the first paragraph of this Article, the responsible directors shall be jointly and severally liable according to law. |
| Article 35 Where the relevant regulations of the securities regulatory authorities of the place where the shares of the Company are listed provide otherwise in respect of any transfer of any listed foreign shares, such regulations shall apply. | Article 33 Where the relevant regulations of the securities regulatory authorities of the place where the shares of the Company are listed provide otherwise in respect of any transfer of any listed shares, such regulations shall apply. |

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Section 4 Financial Assistance to Acquire Shares of the Company	-
Article 36 The Company or its subsidiaries (including affiliates of the Company) shall not at any time by way of gift, advance, guarantee, compensation or loans to provide any financial assistance to purchasers or potential purchasers of the Company's shares in any way. The aforesaid purchasers include persons directly or indirectly undertaking obligations because of the purchase of the Company's shares.

Original Article of the Articles of Association

Amended Article of the Articles of Association

Section 4 Financial Assistance to Acquire Shares of the Company

Article 36 The Company or its subsidiaries (including affiliates of the Company) shall not at any time by way of gift, advance, guarantee, compensation or loans to provide any financial assistance to purchasers or potential purchasers of the Company's shares in any way. The aforesaid purchasers include persons directly or indirectly undertaking obligations because of the purchase of the Company's shares.

The Company or its subsidiaries (including affiliates of the Company) shall not at any time or in any form provide any financial assistance to the aforesaid obligors for the purpose of reducing or discharging their obligations.

The provisions herein do not apply to the circumstances set out in Article 38. | - |
| Article 37 Financial assistance referred to in this Chapter includes (but is not limited to) the following:

(I) Gift;

(II) Guarantee (including the case where the guarantor undertakes liability or provides property to ensure fulfilment of obligations by the obligor), compensation (excluding compensation for the Company's own error), termination or waiver of rights;

(III) Provision of loan or execution of contract under which the Company fulfils obligations prior to other parties, change of the said loan and the parties to the contract, and transfer of the said loan and rights under the contract;

(IV) Provision of any other form of financial assistance when the Company is insolvent has no net assets or its net assets are likely to decrease significantly.

Obligations referred to herein include the obligations undertaken by the obligor for entering into a contract or making an arrangement (regardless whether the said contract or arrangement is enforceable or whether it is undertaken by the obligor individually or jointly with others) or for changing his financial position in any form. | - |

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 38 Except as otherwise prohibited in accordance with the laws; administrative regulations, department rules and normative documents; the following acts are not deemed as prohibited under Article 36 of the Articles of Association:	-
(I) The Company provides the relevant financial assistance truthfully in the interest of the Company and the said financial assistance is not mainly intended to buy back the Company's shares or the said financial assistance is part of a general plan of the Company;
(II) The Company distributes its properties as dividends in accordance with the law;
(III) The Company distributes shares as dividends;
(IV) The Company decreases the registered capital, buys back shares and adjusts the equity structure in accordance with the Articles of Association;
(V) The Company, within its business scope, provides loan for its normal business operations (but such financial assistance shall not give rise to a decrease of the net assets of the Company, or despite a decrease, such financial assistance is deducted from the distributable profit of the Company);
(VI) The Company provides loan for the employee stock ownership plan (but such financial assistance shall not give rise to a decrease of the net assets of the Company, or despite a decrease, such financial assistance is deducted from the distributable profit of the Company).
Section 5 Shares and Register of Members	-
Article 39 The Company's shares are all registered shares. The particulars specified on the share certificates of the Company shall, in addition to those provided in the Company Law, contain other particulars required to be specified by the stock exchange where the shares of the Company are listed.	-
The registered depository of the shares held by the shareholders of the Company's domestic shares is China Securities Depository and Clearing Corporation Limited. The register of shareholders of the domestic shares and the shares held by them are based on the data recorded in the securities book-keeping system of China Securities Depository and Clearing Corporation Limited.

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
The Company may issue overseas listed shares in the form of foreign depository receipts or other derivative means of shares in accordance with the laws and the practice of registration and depository of securities in the place of listing.
Article 40 Share certificates shall be signed by the chairman of the Board. Where the signatures of the general manager or other senior management officers are required by the stock exchange where the shares of the Company are listed, general manager or other relevant senior management officers shall also sign on the share certificates. The share certificates shall become effective after being affixed or imprinted with the corporate seal. The share certificates shall only be affixed with the corporate seal under the authorization of the Board. The signatures of the chairman of the Board, general manager or other relevant senior management officers on the share certificates may also be imprinted form. Where the issuance and trading of the shares of the Company are in non-paper form, relevant provisions enacted separately by the securities regulatory authorities, stock exchange of the place where the shares of the Company are listed shall be applicable.	-
Article 41 The Company shall establish a register of members stating the following particulars, or conduct the registration of shareholders pursuant to the provisions of the laws, administrative regulations, departmental rules and the Regulatory rules in the place where stocks are listed:
(I) the name (title), address (domicile), occupation or nature of each shareholder;
(II) the class and number of shares held by each shareholder;
(III) the amount paid or payable for the shares held by each shareholder;
(IV) the serial number of the share certificate held by each shareholder;
(V) the date on which each shareholder is registered as a shareholder;
(VI) the date on which each shareholder ceases to be a shareholder.
The shareholders' register is a sufficient evidence of the shareholders' shareholdings in the Company unless there is evidence to the contrary.
Subject to the Articles of Association and other applicable requirements and upon transfer of the Company's shares, the transferees of the shares will become the holders of such shares with their names (titles) being listed in the register of members.	-

IV-21 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 42 Transfer of shares shall be recorded in the register of members. The Company may keep overseas the register of holders of overseas listed foreign shares and entrust the administration thereof to an overseas agent in accordance with the understanding and agreement reached between the Securities Regulatory Authorities of the State Council and the overseas Securities Regulatory Authorities. The Hong Kong branch register of members must be open to inspection by members but may be closed in accordance with the applicable provisions of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended from time to time.

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 42 Transfer of shares shall be recorded in the register of members. The Company may keep overseas the register of holders of overseas listed foreign shares and entrust the administration thereof to an overseas agent in accordance with the understanding and agreement reached between the Securities Regulatory Authorities of the State Council and the overseas Securities Regulatory Authorities. The Hong Kong branch register of members must be open to inspection by members but may be closed in accordance with the applicable provisions of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended from time to time.

The Company shall keep at its domicile a copy of the register of holders of overseas listed foreign shares. The entrusted overseas agent shall always ensure that the original and copies of the register of holders of overseas listed foreign shares are consistent.

Where the original and copies of the register of holders of overseas listed foreign shares are inconsistent, the original shall prevail. | - |
| Article 43 The Company shall keep a complete register of members.

The register of members shall include the following parts:

(I) the register(s) of shareholders kept at the Company's domicile other than those specified in items (II) and (III) of this Article;

(II) the register(s) of holders of overseas listed foreign shares kept in the place(s) of the overseas stock exchange(s) where the shares are listed;

(III) the register(s) of shareholders kept in other places as the Board may decide and consider necessary for listing purposes. | - |
| Article 44 The various parts of the register of members shall not overlap with each another. The transfer of shares registered in a certain part of the register of members shall not, during the continuance of the registration of such shares, be registered in any other part of the register of members.

Changes and corrections to each part of the register of members shall be carried out in accordance with the laws of the places where each part is kept. | - |

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 45 Change of the register of members arising from share transfer shall not be registered within 30 days before convening of a general meeting or within five days prior to the reference date set by the Company for the purpose of distribution of dividends:

Provisions otherwise provided by the Securities Regulatory Authorities in the place(s) where the securities of the Company are listed shall prevail: | - |
| Article 46 When the Company convenes a general meeting, distributes dividends, commences liquidation or participates in other activities requiring the recognition of shareholdings; the Board shall designate a certain date as the record date, at the end of which the shareholders in the register shall be shareholders of the Company: | - |
| Article 47 If any person objects to the register of members and requests to have his/her name (title) recorded in or deleted from the register of members, the said person may apply to the court with jurisdiction to correct the register of members: | - |
| Article 48 If any shareholder in the register of members or any person requesting to have his/her name (title) recorded in the register of members loses his/her share certificates (the “Original Share Certificates”), the said shareholder or person may apply to the Company to issue replacement certificates in respect of the said shares (the “Relevant Shares”):

If a shareholder whose share certificate of Domestic Shares has been lost applies to the Company for a replacement new share certificate, it shall be dealt with in accordance with the relevant provisions of the Company Law:

If a shareholder whose share certificate of overseas listed foreign shares has been lost applies to the Company for a replacement new share certificate, it may be dealt with in accordance with the laws, rules of the stock exchange or other relevant provisions of the place where the original register of holders of overseas listed foreign shares is maintained:

The issue of a replacement new share certificate to a holder of H shares, who has lost his/her shares certificate and applied for the replacement, shall comply with the following requirements: | - |

IV-23 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(I) The applicant shall submit an application to the Company in a prescribed form accompanied by a notarial certificate or a statutory declaration stating the grounds upon which the application is made and the circumstances and the evidence of the loss, and declaring that no other person is entitled to have his/her name entered in the register of members in respect of the Relevant Shares.
(II) Before the Company decides to issue the replacement new share certificate, no statement made by any person other than the applicant declaring that his/her name shall be entered in the register of members in respect of such shares has been received.
(III) The Company shall, if it decides to issue a replacement new share certificate to the applicant, publish an announcement in respect of the issue of a replacement new share certificate in such newspapers as may be designated by the Board; the period of announcement shall be 90 days, and the announcement shall be reissued at least once every 30 days.
(IV) The Company shall, prior to the publication of the announcement of its proposed issue of a replacement new share certificate, submit to the stock exchange on which its shares are listed a copy of the announcement to be published, and may publish the announcement upon receiving confirmation from such stock exchange that the announcement has been exhibited at the premises of the said stock exchange. Such announcement shall be exhibited at the premises of the said stock exchange for a period of 90 days.
If the application for replacement of a share certificate is made without the consent of the registered holder of the Relevant Shares, the Company shall deliver by mail to such registered shareholder a photocopy of the announcement to be published.
(V) If, upon expiry of the 90-day period of announcement and exhibition referred to in items (III) and (IV) of this Article, the Company has not received from any person any objection to such application in respect of the issue of replacement share certificate, and the Company may issue a replacement new share certificate to the applicant accordingly.
(VI) Where the Company issues a replacement new share certificate under this Article, it shall immediately cancel the Original Share Certificates and record the cancellation and replacement issue in the register of members accordingly.
(VII) All expenses relating to the cancellation of the Original Share Certificates and the issue of a replacement new share certificate by the Company shall be borne by the applicant. The Company shall be entitled to refuse to take any action until the applicant has provided reasonable security.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 49 Where the Company issues a new replacement share certificate pursuant to the Articles of Association, the name (title) of a bona fide purchaser gaining possession of such new share certificate or the person who is subsequently entered in the register of members as holder of such shares (if he/she is a bona fide purchaser) shall not be removed from the register of members.

The Company shall not be liable for any damages suffered by any person arising from the cancellation of the Original Share Certificates or the issuance of a new replacement share certificate unless the claimant can prove that the Company has committed a fraudulent act. | - |
| CHAPTER 4 SHAREHOLDERS AND GENERAL MEETINGS | CHAPTER 4 SHAREHOLDERS AND SHAREHOLDERS' MEETINGS |
| Section 1 Shareholders | Section 1 General Requirement of Shareholders |
| Article 50 A shareholder of the Company is a person who lawfully holds shares of the Company and whose name is registered in the register of members. Shareholders shall enjoy rights and have obligations in accordance with the class and amount of shares held by them. Shareholders holding the same class of shares shall be entitled to equal rights and have equal obligations.

Where two or more persons are registered as joint holders of any shares, they shall be deemed as the common owners of the said shares subject to the following restrictions:

(I) the joint holders of any share shall jointly and individually assume the liabilities for all amounts payable for relevant share;

(II) where any of the joint shareholders deceases, only the surviving joint shareholders shall be deemed by the Company as having title to the relevant shares, but the Board may, for the purpose of modifying the register of members, require the provision of a death certificate of the relevant shareholder as it deems appropriate;

(III) for joint shareholders of any share, only the person whose name stands first in the register of members shall be entitled to receive such certificate of the relevant share or receive notice from the Company, and the service of notice to the aforesaid person shall be deemed as service of notice to all joint shareholders of the relevant shares. Any joint shareholder may sign the form of proxy. Where there are more than one joint shareholders present in person or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint shareholders. For this purpose, seniority of the shareholders will be determined by the order in which the names of the joint shareholders of the relevant shares stand in the shareholders' register;

(IV) where one of the joint shareholders delivers a receipt to the Company as regards to any dividends, bonus or return of capital which shall be distributed to such joint shareholders, such receipt shall be deemed as a valid receipt from such joint shareholders to the Company. | Article 34 The Company shall establish a register of shareholders in accordance with the certificates issued by the securities registration and clearing institution. The shareholders' register shall constitute sufficient evidence of shareholdings in the Company. Shareholders shall enjoy rights and have obligations in accordance with the class of shares held by them. Shareholders holding the same class of shares shall be entitled to equal rights and have equal obligations. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 51 When the Company convenes a general meeting, distributes dividends, commences liquidation or participates in other activities requiring the identification of shareholders, the shareholders whose names appear on the register of members are entitled to the relevant rights.	Article 35 When the Company convenes a shareholders' meeting, distributes dividends, commences liquidation or participates in other activities requiring the identification of shareholders, the shareholders whose names appear on the register of members after the close of trading on the record date as determined by the Board of Directors or the convener of the shareholders' meetings, are entitled to the relevant rights.
Article 52 Ordinary shareholders of the Company shall enjoy the following rights:
(I) The rights to receive dividends and other forms of distribution in proportion to the number of shares held by them;
(II) The rights to request, convene, chair, attend or appoint proxy to attend general meetings and exercise corresponding voting rights in accordance with laws;
(III) The rights to supervise the operation of the Company and to put forward proposals and raise inquiries;
(IV) The rights to transfer, donate, or pledge shares held by them in accordance with laws, administrative regulations and the Articles of Association;
(V) The rights to obtain relevant information in accordance with the Articles of Association of the Company, including:
1. to obtain a copy of the Articles of Association, subject to payment of the cost of such copy;
2. to inspect and copy, subject to payment of a reasonable charge:
personal particulars of each of the directors, supervisors, general manager and other senior management of the Company, including:
(a) current and previous names and aliases;
(b) main address (domicile);
(c) nationality;
(d) full-time and all other part-time occupations and duties;
(e) identification documents and their numbers.	Article 36 Shareholders of the Company shall enjoy the following rights:
(I) The rights to receive dividends and other forms of distribution in proportion to the number of shares held by them;
(II) The rights to request, convene, chair, attend or appoint proxy to attend shareholders' meetings and exercise corresponding voting rights in accordance with laws;
(III) The rights to supervise the operation of the Company and to put forward proposals and raise inquiries;
(IV) The rights to transfer, donate, or pledge shares held by them in accordance with laws, administrative regulations and the Articles of Association;
(V) The rights to inspect and copy the Articles of Association, the register of members, minutes of shareholders' meetings, resolutions of Board of Directors' meetings, financial and accounting reports and qualified shareholders in compliance with the regulations may have rights to inspect the Company's accounting books and vouchers;
(VI) The rights to participate in the distribution of remaining assets of the Company corresponding to the number of shares held in the event of the termination or liquidation of the Company;
(VII) The rights to demand the Company to acquire the shares held by them with respect to shareholders voting against any resolution adopted at the shareholders' meeting on the merger or division of the Company;
(VIII) Other rights under the laws, administrative regulations, departmental rules, the regulatory rules of the place where the shares of the Company are listed and the Articles of Association.

– IV-26 –

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
3. To consult resolutions of Board of Directors' meetings; resolutions of supervisory committee meetings, financial and accounting reports; counterfoils of corporate bonds.

When a shareholder requests to inspect the relevant information mentioned above or obtain such materials, he/she shall provide the Company with such written documents evidencing the class and amount of shares he/she holds in the Company. The Company may provide such information per the shareholder's request after verifying his/her identity.

(VI) The rights to participate in the distribution of remaining assets of the Company corresponding to the number of shares held in the event of the termination or liquidation of the Company;

(VII) The rights to demand the Company to acquire the shares held by them with respect to shareholders voting against any resolution adopted at the general meeting on the merger or division of the Company;

(VIII) Other rights under the laws, administrative regulations, the regulatory rules of the place where the shares of the Company are listed and the Articles of Association. | |
| - | Article 37 The shareholder who requests to inspect or copy the relevant information of the Company shall comply with the requirements of laws and administrative regulations including the Company Law, the Securities Law, the securities regulatory rules of the place where the shares of the Company are listed. |
| Article 53 If the resolutions of general meeting and the Board are in violation of laws and administrative regulations, shareholders are entitled to request the People's Court to identify them invalid.

The procedures for convening and voting of general meeting and the Board are in violation of laws, administrative regulations or the Articles of Association, or the resolutions violate the Articles of Association, shareholders are entitled to request the People's Court to revoke such resolutions within 60 days. | Article 38 If the resolutions of shareholders' meeting and the Board are in violation of laws and administrative regulations, shareholders are entitled to request the People's Court to identify them invalid.

If the procedures for convening and voting of shareholders' meeting and the Board meeting are in violation of laws, administrative regulations or the Articles of Association, or the resolutions violate the Articles of Association, shareholders are entitled to request the People's Court to revoke such resolutions within 60 days. However, this does not apply if such procedures for convening the shareholders' meeting and the board meeting, or the voting thereat, have only minor flaws that have no substantial impact on the resolution. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
	Where the Board of Directors, shareholders and other stakeholders dispute the validity of a resolution of a shareholders’ meeting, they shall promptly file a lawsuit with the People’s Court. Before the People’s Court makes a judgement or ruling, such as a cancellation of a resolution, the stakeholders shall execute the resolution of the shareholders’ meeting. The Company, its directors and senior management members shall perform their duties diligently to ensure the normal operation of the Company.

Original Article of the Articles of Association

Amended Article of the Articles of Association

Where the Board of Directors, shareholders and other stakeholders dispute the validity of a resolution of a shareholders’ meeting, they shall promptly file a lawsuit with the People’s Court. Before the People’s Court makes a judgement or ruling, such as a cancellation of a resolution, the stakeholders shall execute the resolution of the shareholders’ meeting. The Company, its directors and senior management members shall perform their duties diligently to ensure the normal operation of the Company.

Where the People’s Court makes a judgement or ruling on the relevant matter, the Company shall fulfil its obligations to disclose the information in accordance with laws, administrative regulations, the regulations of the CSRC and stock exchanges, fully explain the impact of the judgement or ruling on the Company, and actively cooperate with the authorities in the enforcement of the judgement or ruling after it has come into effect. Where previous matters need to be corrected, the Company shall handle the correction in a timely manner and fulfil its obligations to disclose the information accordingly. |
| - | Article 39 A resolution of the shareholders’ meeting or board meeting of the Company shall be deemed invalid under any of the following circumstances:

(I) the resolution is adopted without convening a shareholders’ meeting or board meeting;

(II) the resolution is not voted on at the shareholders’ meeting or board meeting;

(III) the number of attendees of the meeting or their voting rights do not meet the quorum or the number of voting rights as stipulated in the Company Law or the Articles of Association;

(IV) the number of attendees voting in favor of the resolution or their voting rights do not meet the quorum or the number of voting rights as stipulated in the Company Law or the Articles of Association. |

– IV-28 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 54 If Directors and senior management personnel cause losses to the Company for violation of the requirements of laws, administrative regulations or the Articles of Association during the performance of their duties, shareholders who hold more than 1%, individually or jointly, of the Company's shares for more than 180 days continuously, have the right to request the supervisory committee to bring a suit to the People's Court; if the supervisory committee causes losses to the Company for violation of the requirements of laws, administrative regulations or the Articles of Association during the performance of their duties, Shareholders can request the Board in written form to file a suit in the People's Court.

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 54 If Directors and senior management personnel cause losses to the Company for violation of the requirements of laws, administrative regulations or the Articles of Association during the performance of their duties, shareholders who hold more than 1%, individually or jointly, of the Company's shares for more than 180 days continuously, have the right to request the supervisory committee to bring a suit to the People's Court; if the supervisory committee causes losses to the Company for violation of the requirements of laws, administrative regulations or the Articles of Association during the performance of their duties, Shareholders can request the Board in written form to file a suit in the People's Court.

If the supervisory committee or the Board causes irreparable losses to the Company's interests as it refuses to file a suit after receiving the written request from shareholders as set out in the preceding paragraph, or fails to file a suit within 30 days since the date of receiving the request, or does not file a suit immediately in case of emergency, the shareholders as mentioned in the preceding paragraph have the right to bring a suit directly to the People's Court in their own name for the interests of the Company.

If others infringe on the legitimate rights and interests of the Company and cause losses to it, the shareholders as specified in paragraph 1 of this Article can bring a suit to the People's Court as per the regulations as set out in the two preceding paragraphs. | Article 40 If Directors and senior management personnel, other than a member of the audit committee, cause losses to the Company for violation of the requirements of laws, administrative regulations or the Articles of Association during the performance of their duties, shareholders who hold more than 1%, individually or jointly, of the Company's shares for more than 180 days continuously, have the right to request the audit committee to bring a suit to the People's Court; if a member of the audit committee causes losses to the Company for violation of the requirements of laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed or the Articles of Association during the performance of their duties, Shareholders can request the Board in written form to file a suit in the People's Court.

If the audit committee or the Board refuses to file a suit after receiving the written request from shareholders as set out in the preceding paragraph, or fails to file a suit within 30 days since the date of receiving the request, or in case of emergency where failure to file a suit immediately will cause irreparable losses to the Company's interests, the shareholders as mentioned in the preceding paragraph have the right to bring a suit directly to the People's Court in their own name for the interests of the Company.

If Directors, supervisors or senior management members of a wholly-owned subsidiary of the Company cause losses to the Company for violation of the requirements of laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed or the Articles of Association during the performance of their duties, or if others infringe on the legitimate rights and interests of a wholly-owned subsidiary of the Company and cause losses to it, shareholders who have held, individually or in aggregate, more than 1% of the shares of the Company for more than 180 consecutive days, may, in accordance with the provisions of the first three paragraphs of Article 189 of the Company Law, request in writing that the audit committee or the Board of Directors of the wholly-owned subsidiary bring a lawsuit to the People's Court, or bring a lawsuit directly to the People's Court in their own name. |

IV-29 -

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 55 If Directors and senior management personnel cause damage to the shareholders' interests for violation of the requirements of laws, administrative regulations or the Articles of Association, shareholders can bring a suit to the People's Court.	Article 41 If Directors and senior management personnel cause damage to the shareholders' interests for violation of the requirements of laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed or the Articles of Association, shareholders can bring a suit to the People's Court.
Article 56 Shareholders of the Company shall have the following obligations:

(I) to abide by laws, administrative regulations and the Articles of Association;

(II) to pay for the shares based on the shares subscribed for and the manners in which they became shareholder;

(III) not to withdraw their paid share capital except in the circumstances allowed by laws and regulations;

(IV) not to abuse shareholder's rights and harm the legal interest of the Company or other shareholders; not to abuse the independent legal person status of the Company and the limited liability of the shareholders to impair the legal interests of creditors of the Company;

Where the shareholder's abuse of its power causes damage to other shareholders, he shall be liable to compensation in accordance with the law;

Where the shareholder has abused the Company's independent legal person status and shareholder's limited liability for debt evasion and caused serious damage to the creditor's interests, it shall bear joint liability for the debts of the Company;

(V) other obligations imposed by laws, administrative regulations, the regulatory rules of the place where the shares of the Company are listed and the Articles of Association.

Shareholders are not liable for making any further contribution to the share capital other than as agreed by the subscribers of the shares on subscription. | Article 42 Shareholders of the Company shall have the following obligations:

(I) to abide by laws, administrative regulations and the Articles of Association;

(II) to pay for the shares based on the shares subscribed for and the manners in which they became shareholder;

(III) not to withdraw their paid share capital except in the circumstances allowed by laws and regulations;

(IV) not to abuse shareholder's rights and harm the interest of the Company or other shareholders; not to abuse the independent legal person status of the Company and the limited liability of the shareholders to impair the interests of creditors of the Company;

(V) other obligations imposed by laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association. |

– IV-30 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
–	Article 43 Where the shareholder’s abuse of its power causes damage to the Company or other shareholders, he shall be liable to compensation in accordance with the law. Where the shareholder has abused the Company’s independent legal person status and shareholder’s limited liability for debt evasion and caused serious damage to the creditor’s interests, it shall bear joint liability for the debts of the Company.
–	Section 2 Controlling Shareholders and De Facto Controllers
–	Article 44 Controlling shareholders and de facto controllers of the Company shall exercise their rights and perform their obligations in accordance with laws, administrative regulations, the provisions of the CSRC, and the rules of the stock exchanges, and shall safeguard the interests of the listed company.
Article 57 The shareholders holding more than 5% of the Company’s voting rights shall, in the event of a pledge of the shares held by them, report to the Company in writing from the date of occurrence of such fact.	–
Article 58 Neither the controlling shareholder nor the de facto controller of the Company may prejudice the interests of the Company by taking advantage of his (related party) connected relationship. Anyone who causes any loss to the Company as a result of violating the provisions shall be liable for the compensation.

The controlling shareholder and the de facto controller of the Company owe a fiduciary duty to the Company and its other shareholders. The controlling shareholder shall strictly exercise the rights as a subscriber, and shall not impair the legitimate rights and interests of the Company and its other shareholders in the ways of profit distribution, asset reorganization, external investments, capital use and loans and guarantees and (related party) connected transactions and shall not impair the interests of the Company and its other shareholders by using its controlling status in the Company. | Article 45 The controlling shareholders and de facto controllers of the Company shall comply with the following provisions:

(I) to exercise shareholder rights lawfully, and shall not abuse controlling rights or take advantage of related party relationships to harm the legitimate rights and interests of the Company or other shareholders;

(II) to strictly fulfil all public statements and commitments made, and shall not arbitrarily modify or seek exemption therefrom;

(III) to fulfil information disclosure obligations in strict accordance with the relevant regulations, actively cooperate with the Company in information disclosure, and promptly notify the Company of any material events that have occurred or are expected to occur;

(IV) not to misappropriate the Company’s funds in any form;

(V) not to compel, instruct, or demand the Company or its relevant personnel to provide illegal or non-compliant guarantees;

(VI) not to exploit undisclosed material information of the Company for personal gain, disclose any undisclosed material information relating to the Company in any manner, or engage in illegal activities such as insider trading, short-swing trading, or market manipulation; |

– IV-31 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
	(VII) not to impair the legitimate rights and interests of the Company and other shareholders through non-arm's length related party transactions, profit distribution, asset reorganization, external investments, capital use and loans and guarantees and related party (connected) transactions or any other means;

(VIII) to ensure the Company's asset integrity, personnel independence, financial independence, organizational independence, and business independence, and shall not in any way compromise the Company's independence;

(IX) to comply with other requirements under laws, administrative regulations, CSRC rules, the business rules of the stock exchanges, and the Articles of Association.

Where a controlling shareholder or de facto controller does not serve as a director of the Company but de facto manages the Company's affairs, the provisions of the Articles of Association regarding directors' fiduciary duties of loyalty and diligence shall apply.

If a controlling shareholder or de facto controller of the Company instructs a director or a senior management member to act in a manner detrimental to the Company or shareholders' interests, such shareholder/controller shall bear joint and several liability with such director or senior management member. |
| - | Article 46 Where a controlling shareholder or de facto controller pledges the shares of the Company that he/she holds or actually controls, he/she shall maintain the stability of the Company's control and production operations. |
| - | Article 47 Where a controlling shareholder or de facto controller transfers the shares of the Company held by him/her, he/she shall comply with the restrictive provisions on the transfer of shares set out in the laws, administrative regulations, the regulations of the CSRC and the stock exchanges, as well as his/her undertakings in respect of the restriction on the transfer of shares. |

IV-32 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 59 In addition to obligations imposed by the laws, administrative regulations or required by the regulatory rules of the place where the shares of the Company are listed, a controlling shareholder shall not exercise his voting rights in respect of the following matters in a manner prejudicial to the interests the shareholders generally or partially:

(I) to relieve a Director or Supervisor of his/her duty to act honestly in the best interests of the Company;

(II) to approve the expropriation by a Director or Supervisor (for his/her own benefit or for the benefit of another person), in any guise, of the Company’s property, including (without limitation) opportunities beneficial to the Company;

(III) to approve the expropriation by a Director or Supervisor (for his/her own benefit or for the benefit of another person) of the individual rights or interests of other shareholders, including (without limitation) rights to distributions and voting rights save for the Company’s restructuring submitted to shareholders for approval and adopted by the general meeting in accordance with the Articles of Association. | - |
| Article 60 The term “controlling shareholder” referred to in the Articles of Association means a person who satisfies any one of the following conditions:

(I) a person who, acting alone or in concert with others, has the power to elect a majority of the directors;

(II) a person who, acting alone or in concert with others, has the power to exercise or to control the exercise of 30% (inclusive) or more of the voting rights in the Company;

(III) a person who, acting alone or in concert with others, holds 30% (inclusive) or more of the issued and outstanding shares of the Company;

(IV) a person who, acting alone or in concert with others, has de facto control over the Company in any other way. | - |

IV-33 -

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Section 2 General Requirement of General Meetings	Section 3 General Requirement of Shareholders’ Meetings
Article 61 The general meeting is the organ of the authority of the Company, which exercises its functions and powers in accordance with laws:

(I) to decide on operational policies and investment plans of the Company;

(II) to elect and replace the directors who are not employee representatives and supervisors who are shareholder representatives, and to decide on matters relevant to the remuneration of directors and supervisors;

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

(IV) to consider and approve reports of the supervisory committee;

(V) to consider and approve annual financial budget plans and final accounting plans of the Company;

(VI) to consider and approve the profit distribution plan and loss recovery plan of the Company;

(VII) to determine the increase or decrease of the registered capital of the Company;

(VIII) to determine the issuance of corporate bonds or other securities by the Company and listing plan;

(IX) to determine matters such as the merger, division, dissolution, liquidation or change;

(X) to amend the Articles of Association the rules of procedure for the general meeting, the Board of Directors and the supervisory committee;

(XI) to determine the appointment of, removal of and non-reappointment of an auditor by the Company;

(XII) to consider and approve the provision of guarantees to third parties that shall be approved at a general meeting required by the Articles of Association;

(XIII) to consider matters relating to the purchases and disposals of material assets, which are more than 30% of the latest audited total assets of the Company, within one year; | Article 48 The shareholders’ meeting of the Company shall comprise all shareholders. The shareholders’ meeting is the organ of the authority of the Company, which exercises its functions and powers in accordance with laws:

(I) to elect and replace the directors, and to decide on matters relevant to the remuneration of directors;

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

(III) to consider and approve the profit distribution plan and loss recovery plan of the Company;

(IV) to determine the increase or decrease of the registered capital of the Company;

(V) to determine the issuance of corporate bonds by the Company;

(VI) to determine matters such as the merger, division, dissolution, liquidation or change of corporate form of the Company;

(VII) to amend the Articles of Association;

(VIII) to determine the appointment and removal of the Company’s accounting firm engaged in the audit work of the Company;

(IX) to consider and approve the provision of guarantees to third parties that shall be approved at a shareholders’ meeting required by the Articles of Association;

(X) to consider matters relating to the purchases and disposals of material assets, which are more than 30% of the latest audited total assets of the Company, within one year;

(XI) to consider and approve the change in use of proceeds;

(XII) to consider and approve the share incentive plans and employee stock ownership plans;

(XIII) to review other matters which, in accordance with laws, administrative regulations, departmental rules, the securities regulatory rules of the places where the shares of the Company are listed, or the provisions of the Articles of Association, shall be approved at a shareholders’ meeting. |

IV-34 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(XIV) to consider and approve the material transaction and connected and related transactions that shall be considered and approved at a general meeting required by laws, administrative regulations, the regulatory rules of the place where the shares of the Company are listed and the Articles of Association;	The Board may be authorized by the shareholders’ meeting to adopt resolutions on the issuance of corporate bonds.
(XV) to consider and approve the change in use of proceeds;
(XVI) to consider the formulation, amendment and implementation of share incentive plans and employee stock ownership plans;
(XVII) to consider and approve the proposal raised by shareholders who, individually or in the aggregate, hold 3% or more of the total number of voting shares of the Company;
(XVIII) to review other matters which, in accordance with laws, administrative regulations, departmental rules, the regulatory rules of the places where the shares of the Company are listed, or the provisions of the Articles of Association, shall be approved at a general meeting.
The general meeting can authorize or entrust the Board to handle the matters authorized or entrusted thereby, provided that the laws and regulations, and the mandatory laws and regulations of the place where the shares of the Company are listed are not violated.
Article 62 Unless prior approval is obtained in a general meeting, the Company shall not enter into any contract with any party other than the Directors, supervisors, managers and other senior management, pursuant to which such party shall be responsible for managing the whole or any substantial part of the Company’s business.	-
Article 63 The following guarantees to third parties to be provided by the Company shall be considered and approved by the general meeting.	Article 49 The following guarantees to third parties to be provided by the Company shall be considered and approved by the shareholders’ meeting.
(I) A single guarantee for an amount in excess of 10% of the Company’s latest audited net assets;	(I) A single guarantee for an amount in excess of 10% of the Company’s latest audited net assets;
(II) Any guarantee provided after the total amount of guarantee to third parties provided by the Company, and its controlling subsidiary exceeds 50% of the Company’s latest audited net assets;	(II) Any guarantee provided after the total amount of guarantee to third parties provided by the Company, and its controlling subsidiary exceeds 50% of the Company’s latest audited net assets;
(III) A guarantee to be provided to a party which has an asset-liability ratio in excess of 70%;	(III) A guarantee to be provided to a party which has an asset-liability ratio in excess of 70%;

– IV-35 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(IV) Any guarantee provided after the total amount of guarantee exceeds 30% of the Company’s latest audited net assets;

(V) Any guarantee provided after the amount of guarantee exceeds 30% of the Company’s latest audited net assets based on cumulative calculation for 12 consecutive months;

(VI) Guarantee to be provided to shareholders, de facto controllers and their (connected) related parties;

(VII) Other guarantees as prescribed by laws, regulations, normative documents, the regulatory rules of the place where the shares of the Company are listed and the Articles of Association.

The above guarantees to third parties that shall be approved at a general meeting shall be considered and approved by the Board before submission to the general meeting for approval. Matters of guarantee within the authority of the Board of Directors shall also be subject to the approval of at least 2/3 of the directors present at a meeting of the Board of Directors, in addition to the approval by a majority of all directors. When the guarantee specified in item (V) above is considered at the general meeting, it shall be approved by more than two-thirds of voting rights held by the shareholders attending the general meeting.

If the Company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary and other shareholders of the holding subsidiary provide an equivalent guarantee in proportion to the interests enjoyed by them, which is not detrimental to the interests of the Company, it may be exempted from the provisions of items (I), (II) and (III) above, except as otherwise provided in the Articles of Association. The Company shall summarize and disclose the aforementioned guarantees in the annual and semi-annual reports. The Board is entitled to consider and approve the guarantees to third parties other than the above guarantees that shall be approved at a general meeting.

If the Company provides guarantee for related (connected) parties, it should have reasonable business logic, disclose it in time after the consideration and approval of Board of Directors, and submit it to the general meeting for consideration. If the Company provides guarantee for the controlling shareholder, the actual controller and their related (connected) parties, they shall provide counter-guarantee.

When considering the resolution of providing guarantee to shareholders, de facto controllers and their related (connected) parties at the general meeting, such shareholders or shareholders controlled by such de facto controller shall not vote on such resolution. Such resolution requires a simple majority of the voting rights of other shareholders attending the general meeting to be passed. | (IV) Any guarantee provided after the total amount of guarantee exceeds 30% of the Company’s latest audited total assets;

(V) Any guarantee provided by the Company to others, the amount of which within one year exceeds 30% of the Company’s latest audited total assets;

(VI) Guarantee to be provided to shareholders, de facto controllers and their related (connected) parties. |

– IV-36 –

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 64 The following major transactions (other than external guarantees) shall be submitted to the general meeting for consideration.	-
(I) The total assets involved in the transaction (whichever is higher if both book value and appraised value exist) account for more than 50% of the Company's latest audited total assets.
(II) The closing amount of the transaction represents more than 50% of the market value of the Company.
(III) The net assets of the subject of the transaction (such as equity) for the latest accounting year account for more than 50% of the market value of the Company.
(IV) The operating revenue related to the subject of the transaction (e.g. equity interest) for the latest accounting year accounts for more than 50% of the audited operating revenue of the Company for the latest accounting year and exceeds RMB50 million.
(V) The profit generated from the transaction accounts for more than 50% of the audited net profit of the Company for the latest accounting year and exceeds RMB5 million.
(VI) The net profit related to the subject of the transaction (e.g. equity interest) for the latest accounting year accounts for more than 50% of the audited net profit of the Company for the latest accounting year and exceeds RMB5 million.
The net profit indicators abovementioned may be exempted from application until the Company makes profit.
The closing amount specified above refers to the amount of the transaction paid and the debts and expenses assumed, etc. If the transaction arrangement involves the possible payment or receipt of consideration in the future and no specific amount is involved or the amount is determined according to the set conditions, the maximum amount is expected to be the closing amount.
The market value specified above is the arithmetic average of the closing market value for the 10 trading days prior to the transaction.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
If the Company implements the transaction in stages, the above provision shall apply based on the total amount of the transaction. The Company shall promptly disclose the actual occurrence of the transactions in stages.

Transactions in which the Company obtains benefits unilaterally, including receiving gifts of cash assets, obtaining debt relief, accepting guarantees and financing, are exempt from the consideration procedures of the general meeting pursuant to the provisions of this article. | |
| Article 65 General meetings shall be divided into annual general meetings and extraordinary general meetings. Annual general meetings are held once every year and within 6 months from the end of the preceding accounting year. | Article 50 Shareholders’ meetings shall be divided into annual shareholders’ meetings and extraordinary shareholders’ meetings. Annual shareholders’ meetings are held once every year and within 6 months from the end of the preceding accounting year. |
| Article 66 The Board shall convene an extraordinary general meeting within 2 months after the occurrence of any one of the following circumstances:

(I) where the number of directors falls short of the minimum number required by the Company Law or is no more than two-thirds of the number required by the Articles of Association;

(II) where the unrecovered losses of the Company amount to one-third of its total paid up share capital;

(III) where shareholder(s), individually or jointly, holding 10% or more of the Company’s issued and outstanding shares carrying voting rights request(s) in writing the convening of an extraordinary general meeting (the number of shares held shall be calculated as at the date when the shareholder(s) provide(s) the written request);

(IV) where the Board considers it necessary;

(V) where the supervisory committee proposes to call for such a meeting;

(VI) other circumstances stipulated by laws, administrative regulations, departmental rules, the regulatory rules of the place where the shares of the Company are listed or the Articles of Association. | Article 51 The Company shall convene an extraordinary shareholders’ meeting within 2 months after the occurrence of any one of the following circumstances:

(I) where the number of directors falls short of the minimum number required by the Company Law or is no more than two-thirds of the number required by the Articles of Association;

(II) where the unrecovered losses of the Company amount to one-third of its total paid up share capital;

(III) where a request is made by shareholder(s), individually or jointly, holding 10% or more of the Company’s shares with voting rights (including preferred shares with restored voting rights but excluding treasury shares (as defined in the Hong Kong Listing Rules));

(IV) where the Board considers it necessary;

(V) where the audit committee proposes to call for such a meeting;

(VI) other circumstances stipulated by laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the shares of the Company are listed or the Articles of Association. |

– IV-38 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 67 The venue of a general meetings of the Company shall be the place where the Company is located or the place specified in the notice of the general meeting.

The general meeting shall have a venue for convening the meeting, and the venue of the meeting shall be clear and specific. The Company will also provide internet voting to facilitate shareholders’ participation in the general meeting. Shareholders who participate in the general meeting through the above-mentioned means shall be deemed to be present. | Article 52 The venue of a shareholders’ meetings of the Company shall be the place where the Company is located or the place specified in the notice of the shareholders’ meeting. The shareholders’ meeting shall have a venue for convening the meeting, and be held in the form of an on-site meeting. The Company will also provide internet voting to facilitate shareholders’ attendance and voting at the shareholders’ meeting. |
| Article 68 The Company will engage a lawyer to issue and announce a legal opinion on the following issues when convening a general meeting:

(I) Whether the convening and holding procedures of the meeting are in compliance with the laws, administrative regulations and the Articles of Association;

(II) Whether the qualifications of the persons attending the meeting and the convener are legal and valid;

(III) Whether the voting procedures and results of the meeting are lawful and valid;

(IV) Legal opinions on other relevant issues at the request of the Company. | Article 53 The Company will engage a lawyer to issue and announce a legal opinion on the following issues when convening a shareholders’ meeting:

(I) Whether the convening and holding procedures of the meeting are in compliance with the laws, administrative regulations and the Articles of Association;

(II) Whether the qualifications of the persons attending the meeting and the convener are legal and valid;

(III) Whether the voting procedures and results of the meeting are lawful and valid;

(IV) Legal opinions on other relevant issues at the request of the Company. |
| Section 3 Convening of General Meetings | Section 4 Convening of Shareholders’ Meetings |
| Article 69 A general meeting shall be convened by the Board. If the Board is unable or fails to fulfil the obligation of convening a general meeting, the supervisory committee shall convene the meeting. If the supervisory committee does not convene the meeting, any shareholder(s) individually or jointly holding more than 10% of the shares of the Company for more than 90 consecutive days may convene the meeting on their own. | - |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 70 An independent director has the right to propose the Board to convene an extraordinary general meeting. Where independent directors propose to the Board for the convening of an extraordinary general meeting, it shall be approved by the majority of all independent directors. In respect to the proposal by the independent director for convening an extraordinary general meeting, the Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to such proposal for convening an extraordinary general meeting within 10 days upon receipt of such proposal.

In the event that the Board agrees to convene an extraordinary general meeting, a notice for convening such meeting shall be given within 5 days after the Board resolution is passed. In the event that the Board disagrees to convene an extraordinary general meeting, an explanation shall be given and an announcement shall be made.

If the securities regulatory authorities in the place where the shares of the Company are listed have special provisions, such provisions shall apply. | Article 54 The Board shall convene shareholders' meetings within the prescribed time limit.

Upon approval by the majority of all independent directors, an independent director has the right to propose the Board to convene an extraordinary shareholders' meeting. In respect to the proposal by the independent director for convening an extraordinary shareholders' meeting, the Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to such proposal for convening an extraordinary shareholders' meeting within 10 days upon receipt of such proposal.

In the event that the Board agrees to convene an extraordinary shareholders' meeting, a notice for convening such meeting shall be given within 5 days after the Board resolution is passed. In the event that the Board disagrees to convene an extraordinary shareholders' meeting, an explanation shall be given and an announcement shall be made.

If the securities regulatory authorities in the place where the shares of the Company are listed have special provisions, such provisions shall apply. |
| Article 71 The supervisory committee has the right to propose in writing the Board to convene an extraordinary general meeting. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to such proposal for convening an extraordinary general meeting within 10 days upon receipt of such proposal.

In the event that the Board agrees to convene an extraordinary general meeting, a notice for convening such meeting shall be given within 5 days after the relevant Board resolution is passed and consent of the supervisory committee shall be obtained in case of any changes to the original proposal in the notice.

In the event that the Board disagrees to convene an extraordinary general meeting or does not furnish any reply within 10 days after having received such proposal, the Board is deemed to be unable or unwilling to perform the duty of convening a general meeting, in which case the supervisory committee may convene and preside over such meeting by itself. | Article 55 Where the audit committee propose to the Board for the convening of an extraordinary shareholders' meeting, it shall submit it to the Board in writing. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to such proposal for convening an extraordinary shareholders' meeting within 10 days upon receipt of such proposal.

In the event that the Board agrees to convene an extraordinary shareholders' meeting, a notice for convening such meeting shall be given within 5 days after the relevant Board resolution is passed and consent of the audit committee shall be obtained in case of any changes to the original proposal in the notice.

In the event that the Board disagrees to convene an extraordinary shareholders' meeting or does not furnish any reply within 10 days after having received such proposal, the Board is deemed to be unable or unwilling to perform the duty of convening a shareholders' meeting, in which case the audit committee may convene and preside over such meeting by itself. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 72 Any shareholder(s) individually or jointly holding more than 10% of the shares of the Company is/are entitled to request in writing the Board to convene an extraordinary general meeting. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply to such shareholder(s) stating its agreement or disagreement to the convening of the extraordinary general meeting within 10 days after having received such requisition.	Article 56 Any shareholder(s) individually or jointly holding 10% or more of the Company’s shares with voting rights (including preferred shares with restored voting rights but excluding treasury shares (as defined in the Hong Kong Listing Rules)) is/are entitled to request in writing the Board to convene an extraordinary shareholders’ meeting. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply to such shareholder(s) stating its agreement or disagreement to the convening of the extraordinary shareholders’ meeting within 10 days after having received such requisition.
In the event that the Board agrees to convene an extraordinary general meeting, a notice for convening such meeting shall be given within 5 days after the relevant Board resolution is passed and consent of the relevant shareholder(s) shall be obtained in case of any changes to the original requisition in the notice.	In the event that the Board agrees to convene an extraordinary shareholders’ meeting, a notice for convening such meeting shall be given within 5 days after the relevant Board resolution is passed and consent of the relevant shareholder(s) shall be obtained in case of any changes to the original requisition in the notice.
In the event that the Board disagrees to convene an extraordinary general meeting or does not furnish any reply within 10 days after having received such requisition, shareholder(s) individually or jointly holding more than 10% of the shares of the Company may propose in writing the supervisory committee to convene the extraordinary general meeting.	In the event that the Board disagrees to convene an extraordinary shareholders’ meeting or does not furnish any reply within 10 days after having received such requisition and consent of the relevant shareholder(s) shall be obtained in case of any changes to the original proposal in the notice.
In the event that the supervisory committee agrees to convene an extraordinary general meeting, a notice for convening such meeting shall be given within 5 days after having received such requisition and consent of the relevant shareholder(s) shall be obtained in case of any changes to the original proposal in the notice.	In the event that the audit committee agrees to convene an extraordinary shareholders’ meeting, a notice for convening such meeting shall be given within 5 days after having received such requisition and consent of the relevant shareholder(s) shall be obtained in case of any changes to the original proposal in the notice.
In the event that the supervisory committee fails to serve any notice of an extraordinary general meeting within the prescribed period, the supervisory committee is deemed not to convene and preside over such meeting, in which case the shareholder(s) individually or jointly holding more than 10% of the shares of the Company for more than 90 consecutive days may convene and preside over such a meeting by himself/themselves.	In the event that the audit committee fails to serve any notice of an extraordinary shareholders’ meeting within the prescribed period, the audit committee is deemed not to convene and preside over such meeting, in which case the shareholder(s) individually or jointly holding 10% or more of the Company’s shares with voting rights (including preferred shares with restored voting rights but excluding treasury shares (as defined in the Hong Kong Listing Rules)) for more than 90 consecutive days may convene and preside over such a meeting by himself/themselves.

– IV-41 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 73 Where the supervisory committee or shareholders decide to convene a general meeting on its/their own, it/they shall send a written notice to the Board and also file with CSRC’s local offices and stock exchanges for the record in the place where the Company operates.

Prior to the announcement of the resolution(s) of a general meeting, the shareholdings of the shareholders convening the general meeting shall not be less than 10%. | Article 57 Where the audit committee or shareholders decide to convene a shareholders’ meeting on its/their own, it/they shall send a written notice to the Board and also file with the Shanghai Stock Exchange for the record.

The audit committee or the shareholders convening the shareholders’ meeting shall submit relevant supporting materials to the Shanghai Stock Exchange when issuing the notice of the shareholders’ meeting and the announcement of the resolution of the shareholders’ meeting.

Prior to the announcement of the resolution(s) of a shareholders’ meeting, the shareholdings (including preferred shares with restored voting rights but excluding treasury shares (as defined in the Hong Kong Listing Rules)) of the shareholders convening the shareholders’ meeting shall not be less than 10%. |
| Article 74 Where a general meeting is convened by the supervisory committee or shareholders on its/their own, the Board and the secretary to the Board shall work in a cooperative manner. The Board shall provide the register of shareholders prepared on the date of record date. | Article 58 Where a shareholders’ meeting is convened by the audit committee or shareholders on its/their own, the Board and the secretary to the Board shall work in a cooperative manner. The Board shall provide the register of shareholders prepared on the date of record date. |
| Article 75 Where a general meeting is convened by the supervisory committee or shareholders on its/their own, the expenses necessary for the general meeting shall be borne by the Company and shall be deducted from the monies payable by the Company to the defaulting directors. | Article 59 Where a shareholders’ meeting is convened by the audit committee or shareholders on its/their own, the expenses necessary for the shareholders’ meeting shall be borne by the Company. |
| Section 4 Proposals and Notices of General Meetings | Section 5 Proposals and Notices of Shareholders’ Meetings |
| Article 76 The contents of a proposal shall be within the functions and powers of the general meeting, shall have definite issues for discussion and specific resolutions, and shall comply with the relevant provisions of the laws, administrative regulations and the Articles of Association. | Article 60 The contents of a proposal shall be within the functions and powers of the shareholders’ meeting, shall have definite issues for discussion and specific resolutions, and shall comply with the relevant provisions of the laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association. |

– IV-42 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 77 Where the Company convenes a general meeting, the Board, the supervisory committee and shareholders individually or jointly holding more than 3% of the shares of the Company shall have the right to put forward proposals to the Company.

Shareholder(s) individually or jointly holding more than 3% of the shares of the Company may submit written provisional proposals to the convener 10 days before the general meeting. The convener shall serve a supplemental notice of the general meeting within 2 days after receipt of the provisional proposals and notify the contents of the said provisional proposals.

Save as specified in the preceding paragraph, the convener shall not change the proposals set out in the notice of the general meeting or add any new proposal after the said notice is served.

Proposals not set out in the notice of the general meeting or not complying with the Articles of Association shall not be voted on or resolved at the general meeting. | Article 61 Where the Company convenes a shareholders’ meeting, the Board, the audit committee and shareholders individually or jointly holding more than 1% of the shares (including preferred shares with restored voting rights, etc.) of the Company shall have the right to put forward proposals to the Company.

Shareholder(s) individually or jointly holding more than 1% of the shares (including preferred shares with restored voting rights, etc.) of the Company may submit written provisional proposals to the convener 10 days before the shareholders’ meeting. The convener shall serve a supplemental notice of the shareholders’ meeting within 2 days after receipt of the provisional proposals, announce the contents of the said provisional proposals and submit the provisional proposals to the shareholders’ meeting for consideration, unless the provisional proposals violate laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed or the Articles of Association, or does not fall within the scope of authority of the shareholders’ meeting.

Save as specified in the preceding paragraph, the convener shall not change the proposals set out in the notice of the shareholders’ meeting or add any new proposal after the said notice is served.

Proposals not set out in the notice of the shareholders’ meeting or not complying with the Articles of Association shall not be voted on or resolved at the shareholders’ meeting. |
| Article 78 Where the Company convenes an annual general meeting, a written notice shall be issued at least 20 business days (excluding both the date of notice and the date of meeting) prior to the annual general meeting and at least 15 days or 10 business days (whichever is longer, and excluding both the date of notice and the date of meeting) prior to the extraordinary general meeting. If the laws, regulations and the securities regulatory authorities of the place where the shares of the Company are listed provide otherwise, such provisions shall prevail. | Article 62 The convener will notify all shareholders by announcement 20 days before the annual shareholders’ meeting, and the extraordinary shareholders’ meeting will notify all shareholders by announcement 15 days before the meeting. If the laws, regulations and the securities regulatory authorities of the place where the shares of the Company are listed provide otherwise, such provisions shall prevail. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 79 The notice of the general meeting shall be given in writing and contain the following:	Article 63 The notice of the shareholders' meeting shall contain the following:
(I) the date, venue and duration of the meeting;	(I) the date, venue and duration of the meeting;
(II) matters and proposals submitted for consideration at the meeting;	(II) matters and proposals submitted for consideration at the meeting;
(III) an obvious statement that all shareholders are entitled to attend the general meeting in person, or appoint in writing proxies to attend and vote on his or her behalf and that such proxies need not be shareholders of the Company;	(III) an obvious statement that all ordinary shareholders (including preferred shareholders with restored voting rights), shareholders holding shares with special voting rights and other shareholders are entitled to attend the shareholders' meeting in person, or appoint in writing proxies to attend and vote on his or her behalf and that such proxies need not be shareholders of the Company;
(IV) name and telephone number of permanent contact person;	(IV) the record date for the determination of the entitlements of shareholders to the shareholders' meeting;
(V) the nature and extent of the material interests of any director, supervisor or senior management members in the transaction to be discussed and the difference in case of the effect of the transaction to be discussed on such director, supervisor or senior management member as shareholders insofar as it differs from the effect on the shareholders of the same class;	(V) name and telephone number of permanent contact person;
(VI) the date and place for serving the power of attorney authorizing the proxy to vote;	(VI) the voting times and procedures by network or other means.
(VII) the record date for the determination of the entitlements of shareholders to the general meeting;
(VIII) other contents as stipulated by relevant laws, rules, regulations, regulatory documents, the listing rules of the place where the Company's shares are listed, and provisions of the Articles of Association.
The notice and supplementary notice of a general meeting shall adequately and completely disclose the specific contents of all proposals. Where the opinions of the independent directors are required on the issues to be discussed, such opinions and reasons thereof shall be disclosed when the notice or supplementary notice of the general meeting is served.

– IV-44 –

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

If the general meeting adopts other means of voting, the notice shall also set out the voting time and voting matters of such other means. If the general meeting is held by network or other means, the notice of the general meeting shall clearly set out the voting time and voting procedures. The commencement time of voting by network or other means at a general meeting shall not be earlier than 3:00 p.m. on the day before the on-site general meeting and shall not be later than 9:30 a.m. on the day of the on-site general meeting, and its ending time shall not be earlier than 3:00 p.m. on the day of the conclusion of the on-site general meeting.

The interval between the share registration date and the meeting date shall be no more than 7 working days. Once the share registration date is confirmed, it shall not be changed. | |
| Article 80 If the election of directors or supervisors is proposed to be discussed at a general meeting, the notice of the meeting shall adequately specify the detailed information on the director or supervisor candidates, which shall at least include:

(I) personal particulars, including academic qualifications, working experience and concurrent positions;

(II) whether or not such candidate has any connected (related party) relationship with the Company, its controlling shareholders and de facto controller;

(III) the number of shares of the Company held by such candidate;

(IV) whether they have been punished by the CSRC and other relevant authorities or disciplined by the stock exchange, or have major breach of trust or other adverse records.

Each candidate for a director or a supervisor shall be proposed via a single proposal. Where two or more independent directors are to be elected at a general meeting, the cumulative voting mechanism shall be adopted. | Article 64 If the election of directors is proposed to be discussed at a shareholders' meeting, the notice of the meeting shall adequately specify the detailed information on the director candidates, which shall at least include:

(I) personal particulars, including academic qualifications, working experience and concurrent positions;

(II) whether or not such candidate has any related party (connected) relationship with the Company, its directors, senior management, controlling shareholders and de facto controller;

(III) the number of shares of the Company held by such candidate, including the interests in shares of the Company within the meaning of Part XV of the SFO;

(IV) whether they have been punished by the CSRC and other relevant authorities or disciplined by the stock exchange;

(V) other contents required by relevant laws, administrative regulations, and the securities regulatory rules of the place where the shares of the Company are listed.

In addition to the cumulative voting system to elect directors, each candidate for a director shall be proposed via a single proposal. |

– IV-45 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 81 Unless otherwise stipulated by the laws, regulations and the Articles of Association, the notice of a general meeting shall be delivered by hand or prepaid mail to all shareholders (whether they are entitled to vote at the general meeting or not). The address of the recipient shall be the address registered in the register of members. For holders of domestic shares, the notice of a general meeting may also be in the form of an announcement.

The announcement referred to in the preceding paragraph shall be published in the website designated by the securities regulatory authorities under the State Council. All holders of domestic shares shall be deemed as having received the notice of the general meeting once the announcement is published.

The notice of the general meeting sent to holders of H Shares may be published on the designated website of the Hong Kong Stock Exchange and the website of the Company. All holders of overseas listed shares shall be deemed as having received the notice of the general meeting once the announcement is published. | – |
| Article 82 The accidental omission to give notice of a meeting to, or the failure to receive the notice of a meeting by, any person entitled to receive such notice, shall not invalidate the meeting or the resolutions adopted thereat. | – |
| Article 83 After issuing a notice of the general meeting, the general meeting shall not be delayed or cancelled without justified reasons, and proposals, as set out in the notice, shall not be called off. Once delay or cancellation occurs, the convener shall make an announcement and explanation at least 2 working days before the original convening date. | Article 65 After issuing a notice of the shareholders’ meeting, the shareholders’ meeting shall not be delayed or cancelled without justified reasons, and proposals, as set out in the notice, shall not be called off. Once delay or cancellation occurs, the convener shall make an announcement and explanation at least 2 working days before the original convening date. |
| Section 5 Holding of General Meetings | Section 6 Holding of Shareholders’ Meetings |
| Article 84 The Board of the Company or any other conveners shall take necessary measures to guarantee the good order of the general meeting, take measures to deter any act disturbing the general meeting, picking quarrels and provoking troubles or infringing the legal rights and interests of any shareholder, and shall report in a timely manner such act to the relevant department for investigation and punishment. | Article 66 The Board of the Company or any other conveners shall take necessary measures to guarantee the good order of the shareholders’ meeting, take measures to deter any act disturbing the shareholders’ meeting, picking quarrels and provoking troubles or infringing the legal rights and interests of any shareholder, and shall report in a timely manner such act to the relevant department for investigation and punishment. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 85 When a general meeting is held, all shareholders whose names appear on the register of members on the record date or their proxies are entitled to attend the general meeting, have the right to speak at the general meeting, and exercise their voting rights in accordance with the relevant laws, regulations, the rules governing the listing of securities in the place where the Company's securities are listed and the Articles of Association, unless individual shareholders are required by relevant laws, regulations or the rules governing the listing of securities in the place where the Company's securities are listed to abstain from voting on certain matters.

Article 67 All ordinary shareholders whose names appear on the register of members on the record date (including preferred shareholders with restored voting rights), shareholders holding shares with special voting rights and other shareholders or their proxies are entitled to attend the shareholders' meeting, have the right to speak at the shareholders' meeting, and exercise their voting rights in accordance with the relevant laws, regulations, the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association, unless individual shareholders are required by the securities regulatory rules of the place where the shares of the Company are listed to abstain from voting on certain matters.

Shareholders can attend the shareholders' meeting in person, or they can appoint proxies (who need not be shareholders of the Company) to attend, speak and vote on their behalf. |
| Article 86 Any shareholder who is entitled to attend the general meeting and vote thereat may attend the general meeting in person or appoint one or more proxies (who may not be a shareholder) to attend and vote on its behalf. A shareholder shall authorize his or her proxy in writing, and a power of attorney shall be signed by the proxy or the agent authorized in writing by the proxy. Where the proxy is a corporate, the chop of the corporate should be affixed, or the director or the agent officially entrusted shall sign such power of attorney.

A proxy is entitled to exercise the following rights pursuant to the appointment made by the appointing shareholder:

(I) the same right as the shareholder to speak at the general meeting;

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

(III) the right to vote by show of hands or on a poll; however, a proxy of a shareholder who has appointed more than one proxy may only vote on a poll. | - |
| Article 87 A shareholder attending the general meeting in person shall present his or her identity card or other valid certificate or proof showing his or her identity. The proxy appointed by the shareholder shall present his or her identity card and power of attorney issued by the shareholder. | Article 68 A shareholder attending the shareholders' meeting in person shall present his or her identity card or other valid certificate or proof showing his or her identity. The proxy appointed by the shareholder shall present his or her identity card and power of attorney issued by the shareholder. |

– IV-47 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

A corporate shareholder shall entrust the legal representative (person in charge) or its agent to attend the general meeting. The legal representative (person in charge) attending the general meeting shall present his or her identity card and valid proof showing the status of the legal representative; the agent attending the general meeting shall present his or her identity card and a power of attorney in writing issued by the legal representative (person in charge) of the corporate shareholder in accordance with the law.

A corporate shareholder shall entrust the legal representative (person in charge) or its agent to attend the shareholders' meeting and such corporate shareholder shall be deemed to be present in person at any meeting if it has appointed a representative to attend such meeting. The legal representative (person in charge) attending the shareholders' meeting shall present his or her identity card and valid proof showing the status of the legal representative; the agent attending the shareholders' meeting shall present his or her identity card and a power of attorney in writing issued by the legal representative (person in charge) of the corporate shareholder in accordance with the law.

Hong Kong Securities Clearing Company Limited shall have the right to appoint proxies or legal representatives to attend the shareholders' meeting and meeting of creditors of the Company, and these proxies or legal representatives shall enjoy the same statutory rights as those enjoyed by other shareholders, including the right to speak and vote. |
| Article 88 The power of attorney issued by the shareholder authorizing his or her proxy to attend the general meeting should contain the following:

(I) the name of and number of shares represented by the proxy;

(II) whether or not the proxy has any voting right;

(III) instruction to vote for or against or abstain from voting on each and every issue included in the agenda of the general meeting;

(IV) the date of issue and validity period of the power of attorney;

(V) signature (or seal) of the appointer. If the appointer is a corporate shareholder, the chop of the corporate shall be affixed. | Article 69 The power of attorney issued by the shareholder authorizing his or her proxy to attend the shareholders' meeting should contain the following:

(I) the name of the appointer and the class and quantity of the Company's shares held by such person;

(II) the name of the proxy;

(III) the specific instructions of the shareholders, including instruction to vote for or against or abstain from voting on each and every issue included in the agenda of the shareholders' meeting, etc.;

(IV) the date of issue and validity period of the power of attorney;

(V) signature (or seal) of the appointer. If the appointer is a corporate shareholder, the chop of the corporate shall be affixed. |
| Article 89 Any blank instrument of proxy sent to a shareholder by the Board for use by him/her for appointing a proxy shall be in such form to enable the shareholder to freely instruct the proxy to vote in favor or against the related resolution(s) or to abstain from voting on such resolution(s), and to instruct separately in respect of each resolution dealing with business to be transacted at the meeting. Such form shall contain a statement that in default of such instructions, the proxy may vote as he thinks fit. | - |

IV-48 -

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 90 The instrument appointing a proxy shall be deposited at the Company’s domicile or such other place as specified in the notice of the meeting at least 24 hours before the time appointed for holding the meeting at which the instrument proposes to vote, or 24 hours before the time appointed for taking of the poll. Where such instrument is signed by a person under a power of attorney or other authority on behalf of the appointer, that power of attorney or other authority is required to be notarized. A notarized copy of that power of attorney or other authority together with the instrument appointing a proxy is required to be deposited at the Company’s domicile or such other place as specified in the notice of the meeting.

If the appointer is a corporation shareholder, the legal representative (person in charge) or such person who is authorized by the resolution of its board or other governing body to act as its representative may attend the general meeting of the Company.

Where such shareholder is a recognized clearing house determined by relevant regulations formulated from time to time in Hong Kong (or its nominee), such shareholder shall be entitled to appoint one or more persons as it deems fit to act on its behalf at any general meeting or any other class meetings, provided in the event of more than one person are authorized, the power of attorney shall specify the number and class of shares represented by each person so authorized and shall be executed by the recognized clearing house. Such persons so authorized shall be entitled to exercise the rights on behalf of the recognized clearing house (or its nominee) (without presenting evidence of their shareholding, notarized authorization and/or further proof showing their due authorization) as if they were individual shareholders of the Company. | Article 70 Where an instrument appointing a voting proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, that power of attorney or other authority is required to be notarized. A notarized copy of that power of attorney or other authority together with the instrument appointing a proxy is required to be deposited at the Company’s domicile or such other place as specified in the notice of the meeting. |
| Article 91 A vote given by a proxy in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or loss of capacity of the appointer or revocation of the proxy or power of authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no notice in writing of such death, insanity, revocation or transfer as aforesaid has been received by the Company before the commencement of the meeting at which the proxy is used. | - |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 92 The register of attendees of the general meeting shall be prepared by the Company. Such register shall specify information such as the name of the persons (or units) attending the general meeting, identity card number, residential address, number of shares or voting shares held, name of the persons (or units) the proxy represents.	Article 71 The register of attendees of the shareholders' meeting shall be prepared by the Company. Such register shall specify information such as the name of the persons (or units) attending the shareholders' meeting, identity card number, number of shares or voting shares held, name of the persons (or units) the proxy represents.
Article 93 The convener shall verify the qualification of shareholders with the register of members provided by the securities depository and clearing authority, and shall register the name of the shareholders as well as the number of their voting shares. Such registration shall be ceased prior to the announcement by the chairman of the general meeting of the number of shareholders and their proxies present at the meeting and the total number of their respective voting shares.	Article 72 The convener and the lawyer engaged by the Company will jointly verify the qualification of shareholders with the register of members provided by the securities depository and clearing authority, and shall register the name of the shareholders as well as the number of their voting shares. Such registration shall be ceased prior to the announcement by the chairman of the shareholders' meeting of the number of shareholders and their proxies present at the meeting and the total number of their respective voting shares.
Article 94 When a general meeting is held, all directors, supervisors and secretary to the Board of the Company shall attend the meeting, and the general manager and other senior management members shall also be present at the meeting.	Article 73 Where directors and senior management members are required to be present at shareholders' meeting, such directors and senior management members shall be present at the meeting and answer the queries from shareholders.
Article 95 A general meeting shall be convened by the Board and presided over by the chairman of the Board. Where the chairman of the Board is unable or fails to perform his duties, a director shall be jointly elected by more than half of the directors to preside over the meeting. In the event that no such designation is made, a Shareholder as elected from the attending Shareholders may preside over the meeting. If, for any reason, shareholders fail to elect the presider of the meeting, the shareholder (including proxy thereof, other than Hong Kong Securities Clearing Company Limited) holding the most voting shares thereat shall act as the presider of the meeting to preside over the meeting.	Article 74 A shareholders' meeting shall be presided over by the chairman of the Board. Where the chairman of the Board is unable or fails to perform his duties, a director shall be jointly elected by more than half of the directors to preside over the meeting.
A general meeting convened by the supervisory committee on its own shall be presided over by the chairman of the supervisory committee. Where the chairman of the supervisory committee is unable or fails to perform its duties, a supervisor shall be jointly elected by more than half of the supervisors to perform relevant duties.	A shareholders' meeting convened by the audit committee on its own shall be presided over by the convener of the audit committee. Where the convener of the audit committee is unable or fails to perform its duties, a member of the audit committee shall be jointly elected by more than half of the audit committee members to perform relevant duties.
A general meeting convened by shareholders on their own shall be presided over by a representative elected by the convener.	A shareholders' meeting convened by shareholders on their own shall be presided over by the convener or a representative elected by the convener.
When a general meeting is held and the presider violates the rules of procedures of the general meeting which makes it difficult for the general meeting to continue, a person may be elected at the general meeting to act as the presider, subject to the approval of more than half of the attending shareholders having the voting rights.	When a shareholders' meeting is held and the presider violates the rules of procedures of the shareholders' meeting which makes it difficult for the shareholders' meeting to continue, a person may be elected at the shareholders' meeting to act as the presider, subject to the approval of more than half of the attending shareholders having the voting rights.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 96 The Company shall formulate the rules of procedures of the general meeting to specify in details the convening and voting procedures of the general meeting, including notice, registration, deliberation of proposal, votes, vote counting, announcement of voting results, formation of resolutions, minutes and the signatures thereon, as well as the principles of authorization by the general meeting to the Board, the contents of such authorization shall be expressly specified. The rules of procedures of the general meeting shall be formulated by the Board and approved at the general meeting.	Article 75 The Company shall formulate the rules of procedures of the shareholders' meeting to specify in details the convening, holding and voting procedures of the shareholders' meeting, including notice, registration, deliberation of proposal, votes, vote counting, announcement of voting results, formation of resolutions, minutes and the signatures thereon, announcements, as well as the principles of authorization by the shareholders' meeting to the Board, the contents of such authorization shall be expressly specified.
Article 97 At the annual general meeting, the Board and the supervisory committee shall report their respective work of the previous year to the general meeting. Each independent director shall also prepare a work report. The annual work report of independent directors shall be disclosed no later than when the listed company issues notice of its annual general meeting.	Article 76 At the annual shareholders' meeting, the Board shall report its work of the previous year to the shareholders' meeting. Each independent director shall also prepare a work report.
Article 98 Directors, supervisors and senior management members shall provide explanation and clarification to the inquiries and suggestions raised by the shareholders at the general meeting.	Article 77 Directors and senior management members shall provide explanation and clarification to the inquiries and suggestions raised by the shareholders at the shareholders' meeting.
Article 99 The presider of the general meeting shall, before voting, announce the number of shareholders and their proxies attending the meeting as well as the total number of their voting shares carrying the voting shares, and the number of shareholders and their proxies attending the meeting and the total number of their shares shall be subject to the registration of the general meeting.	Article 78 The presider of the shareholders' meeting shall, before voting, announce the number of shareholders and their proxies attending the meeting as well as the total number of their voting shares carrying the voting shares, and the number of shareholders and their proxies attending the meeting and the total number of their shares shall be subject to the registration of the shareholders' meeting.
Article 100 The general meetings shall have meeting minutes, which shall be recorded by the secretary to the Board. The meeting minutes shall record the following:	Article 79 The shareholders' meetings shall have meeting minutes, which shall be recorded by the secretary to the Board.
(I) the date, venue and agenda of the meeting, and the name of the convener;	The meeting minutes shall record the following:
(II) the names of the presider, and the directors, supervisors, general manager and other senior management members attending or present at the meeting;	(I) the date, venue and agenda of the meeting, and the name of the convener;
(III) the number of attending shareholders and their proxies, the total number of voting shares they represent and the proportion of these shares to the total number of the shares of the Company;	(II) the names of the presider, and the directors and senior management members attending or present at the meeting;
(IV) the consideration process of each proposal, summaries of the speeches and the voting result;	(III) the number of attending shareholders and their proxies, the total number of voting shares they represent and the proportion of these shares to the total number of the shares of the Company;
(V) details of the inquiries or recommendations of the shareholders, and the corresponding response or explanations;	(IV) the consideration process of each proposal, summaries of the speeches and the voting result;
(VI) the name of vote counters and scrutineer;	(V) details of the inquiries or recommendations of the shareholders, and the corresponding response or explanations;
(VII) other contents that shall be recorded in the minutes in accordance with the Articles of Association.	(VI) the name of lawyer, vote counters and scrutineer;
	(VII) other contents that shall be recorded in the minutes in accordance with the Articles of Association.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 101 The convener shall ensure the meeting minutes are true, accurate and complete. Directors and supervisors attending the meeting, the convener or representative thereof; the presider and the secretary to the Board shall sign the meeting minutes. The meeting minutes and the signed attendance record of the shareholders who attended in person, the proxy forms for the proxies present at the meeting and the valid information relating to voting online and by other means shall be kept together for at least 10 years.	Article 80 The convener shall ensure the meeting minutes are true, accurate and complete. Directors attending or present at the meeting, the secretary to the Board, the convener or representative thereof and the presider shall sign the meeting minutes. The meeting minutes and the signed attendance record of the shareholders who attended in person, the proxy forms for the proxies present at the meeting and the valid information relating to voting online and by other means shall be kept together for at least 10 years.
Article 102 The convener shall ensure that the continuity of the general meeting until the final resolution is formed. Where the general meeting is suspended or no resolution can be made due to force majeure, or any other special reasons, necessary measures shall be taken to resume or directly terminate the general meeting.	Article 81 The convener shall ensure that the continuity of the shareholders' meeting until the final resolution is formed. Where the shareholders' meeting is suspended or no resolution can be made due to force majeure, or any other special reasons, necessary measures shall be taken to resume or directly terminate the shareholders' meeting, and a timely announcement shall be made. At the same time, the convener should report to Shandong Securities Regulatory Bureau of the CSRC and the Shanghai Stock Exchange.
Section 6 Voting and Resolutions of General Meetings	Section 7 Voting and Resolutions of Shareholders' Meetings
Article 103 Resolutions of the general meeting shall be divided into ordinary resolutions and special resolutions.
An ordinary resolution of a general meeting shall be passed by more than one half of the voting rights held by the shareholders (including proxies) present at the meeting.
A special resolution of a general meeting shall be passed by two-thirds of the voting rights held by the shareholders (including proxies) present at the meeting.	Article 82 Resolutions of the shareholders' meeting shall be divided into ordinary resolutions and special resolutions.
An ordinary resolution of a shareholders' meeting shall be passed by more than one half of the voting rights (excluding the voting rights attached to treasury shares) held by the shareholders (including proxies) present at the meeting.
A special resolution of a shareholders' meeting shall be passed by two-thirds of the voting rights (excluding the voting rights attached to treasury shares) held by the shareholders (including proxies) present at the meeting.
Article 104 The following matters shall be approved by ordinary resolution at a general meeting:
(I) work reports of the Board and the supervisory committee;
(II) profit distribution plan and loss recovery plan formulated by the Board;
(III) removal of members of the Board and the supervisory committee, other than those who are employee representatives their remuneration and method of payment;
(IV) annual financial budgets and statements of final accounts, balance sheet, income statement and other financial statements of the Company;
(V) annual report of the Company;
(VI) any matters not otherwise required by the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed or the Articles of Association to be passed by special resolution.	Article 83 The following matters shall be approved by ordinary resolution at a shareholders' meeting:
(I) work reports of the Board;
(II) profit distribution plan and loss recovery plan formulated by the Board;
(III) removal of members of the Board, their remuneration and method of payment;
(IV) any matters not otherwise required by the laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed or the Articles of Association to be passed by special resolution.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 105 The following matters shall be approved by special resolution at a general meeting:

(I) to increase or reduce the registered capital of the Company and issue any type of shares, options and other similar types of securities;

(II) to resolve on the issuance of corporate bonds or other securities and listing plan thereof;

(III) to resolve on the division, spin-off, merger, dissolution, liquidation or transformation of the Company;

(IV) to make amendments to the Articles of Association;

(V) to consider purchase or sale of material assets by the Company within one year, or a guarantee amount exceeding 30% of the total assets in the most recent audit period of the Company;

(VI) to formulate, revise and implement a share incentive scheme;

(VII) other matters as stipulated by the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed or the Articles of Association, and matters deemed by the general meeting by ordinary resolution to have material effect on the Company and necessary for passing by special resolution. | Article 84 The following matters shall be approved by special resolution at a shareholders’ meeting:

(I) to increase or reduce the registered capital of the Company;

(II) to resolve on the division, spin-off, merger, dissolution, liquidation of the Company;

(III) to make amendments to the Articles of Association;

(IV) to consider purchase or sale of material assets by the Company within one year, or a guarantee amount provided to others exceeding 30% of the total assets in the most recent audit period of the Company;

(V) share incentive scheme;

(VI) other matters as stipulated by the laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed or the Articles of Association, and matters deemed by the shareholders’ meeting by ordinary resolution to have material effect on the Company and necessary for passing by special resolution. |
| Article 106 A shareholder (including his/her proxy) shall exercise his/her voting rights based on the number of shares held. Each share shall have one vote.

No voting rights shall attach to the shares held by the Company, and such shares shall not be counted among the total number of shares with voting rights present at a general meeting.

When the general meeting considers important matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of the separate vote counting shall be publicly disclosed in a timely manner. | Article 85 A shareholder (including his/her proxy) shall exercise his/her voting rights based on the number of shares held. Each share shall have one vote.

No voting rights shall attach to the shares held by the Company, and such shares shall not be counted among the total number of shares with voting rights present at a shareholders’ meeting.

When the shareholders’ meeting considers important matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of the separate vote counting shall be publicly disclosed in a timely manner. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

The Board of Directors, independent directors and shareholders who meet the relevant requirements may publicly solicit shareholders’ voting rights. The solicitation of shareholders’ voting rights shall fully disclose the specific voting intention and other information to the solicited persons. The solicitation of shareholders’ voting rights based on remuneration or disguised remuneration is prohibited. The Company shall not propose a minimum percentage of shareholding for the solicitation of voting rights. If the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed stipulate that any shareholder shall waive his/her voting right on a certain resolution or limit any shareholder to cast an affirmative or negative vote on a certain matter, and in case of any violation of such relevant stipulation or limitations, votes casted by such shareholders or proxies thereof shall not be adopted.

If a shareholder purchases shares with voting rights of the Company in violation of the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law, the voting rights of such shares in excess of the prescribed proportion shall not be exercised within 36 months after the purchase, and such shares will not be included in the total number of voting shares attending the shareholders’ meeting. The Board of Directors, independent directors, shareholders holding more than 1% of the shares with voting rights or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders’ voting rights. The solicitation of shareholders’ voting rights shall fully disclose the specific voting intention and other information to the solicited persons. The solicitation of shareholders’ voting rights based on remuneration or disguised remuneration is prohibited. Except for statutory conditions, the Company shall not propose a minimum percentage of shareholding for the solicitation of voting rights. If the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed stipulate that any shareholder shall waive his/her voting right on a certain resolution or limit any shareholder to cast an affirmative or negative vote on a certain matter, and in case of any violation of such relevant stipulation or limitations, votes casted by such shareholders or proxies thereof shall not be adopted.

Article 107 Where matters relating to connected (related party) transactions are deliberated at the general meeting, the connected (related party) shareholders and their associates (as defined under the Hong Kong Listing Rules) shall avoid voting in accordance with the regulatory rules in the place where the Company’s shares are listed, and the shares carrying the voting rights they represent shall not be counted in the total number of valid votes. The announcement of resolutions of the general meeting should fully disclose the voting status of the non-connected (related party) persons.

Article 86 Where matters relating to related party (connected) transactions are deliberated at the shareholders’ meeting, the related party (connected) shareholders should not participate in voting, and the shares carrying the voting rights they represent shall not be counted in the total number of valid votes. The announcement of resolutions of the shareholders’ meeting should fully disclose the voting status of the non-related party (connected) persons.

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Before the general meeting considers matters relating to connected (related party) transactions, the Company shall determine the scope of connected shareholders in accordance with relevant laws, regulations and regulatory documents. Connected (related party) persons or their authorized representatives may attend the general meeting, and may clarify their views to the shareholders in accordance with the procedures of the meeting, but they shall abstain from voting in a poll.
Where the general meeting considers matters relating to connected (related party) transactions, connected (related party) shareholders shall abstain from voting. If connected shareholders fail to abstain from voting, other shareholders attending the meeting shall have the right to request them to abstain from voting. After connected (related party) persons have abstained from voting, other shareholders shall vote according to their voting rights and pass the corresponding resolutions in accordance with the provisions of the Articles of Association. The presider of the meeting shall announce the number of shareholders and proxies except connected (related party) persons present at the general meeting and the total number of their voting shares.
In order to be valid, the resolutions made at the general meeting on matters relating to connected (related party) transactions shall be passed by more than half of the votes cast by the non-connected (related party) shareholders attending the general meeting. However, in order to be valid, in the event of such connected (related party) transaction involving matters that need to be passed by special resolution as stipulated in the Articles of Association, the resolutions of the general meeting must be passed by more than two-thirds of the voting rights held by the non-connected (related party) persons attending the general meeting.
Where connected (related party) persons or their associates participate in voting in violation of the provisions under this article, their voting in respect of matters relating to connected (related party) transactions shall be invalid.
Article 108 The Company shall, on the condition that the general meeting is legally and validly held, facilitate the attending of the general meeting through various means and methods.	-

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
-	Article 87 Except in special circumstances such as a crisis, unless approved at the shareholders’ meeting by a special resolution, the Company shall not enter into contract with any person other than a director or senior management member of the Company whereby such person undertakes the management of the whole or any substantial part of the business of the Company.
Article 109 The name list of candidates for directors-and-supervisors shall be submitted by way of proposal to the general meeting for voting. The Board of Directors shall announce to the shareholders the resumes and basic information of the candidate directors and supervisors.	Article 88 The name list of candidates for directors shall be submitted by way of proposal to the shareholders’ meeting for voting.
When a voting is made on election of directors at a shareholders’ meeting, the cumulative voting system may be adopted in accordance with the requirements of the Articles of Association or the resolutions of the shareholders’ meeting, each share shall have the same number of votes as the number of directors to be elected, and the voting rights owned by the shareholders may be used centrally.
In the election of two or more independent directors at the shareholders’ meeting, the cumulative voting system shall apply.
Article 110 A cumulative voting system shall be implemented when the general meeting votes on the election of two or more directors or supervisors who are not employee representatives if shares with voting rights held by the controlling shareholder of the Company are more than 30% of the total number of shares of the Company.

The cumulative voting system referred to in the preceding paragraph means that when the general meeting elects directors or supervisors, each share shall have the same number of votes as the number of directors or supervisors to be elected, and the voting rights owned by the shareholders may be used centrally. The implementation rules of the cumulative voting system are as follows:

(I) Non-independent directors and independent directors shall be elected by the cumulative voting system respectively, and the total number of voting rights for the election of non-independent directors shall be limited to the election of non-independent directors and the total number of voting rights for the election of independent directors shall be limited to the election of independent directors;

(II) Shareholders may cast all the votes in their shares (meaning the product of the number of shares with voting rights and the number of directors or supervisors to be elected) centrally for one candidate director or supervisor, or separately for several candidate directors or supervisors; | - |

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(III) The number of votes cast by shareholders for directors or supervisors shall not exceed the maximum number of votes they have for directors or supervisors;
(IV) In the case of an equal election, a director or supervisor shall be deemed elected if the number of voting shares received by a candidate for director or supervisor exceeds one half of the total number of voting shares represented at the general meeting (based on the number of shares not accumulated);
(V) In the case of a differential election, if the number of candidates for directors or supervisors who receive more than one half of the total number of voting shares represented at the general meeting exceeds the number of directors or supervisors to be elected, the one who receives more votes shall be elected as a director or supervisor in order of the number of votes received; provided, however, that if two or more candidates who receive fewer votes have an equal number of votes, and the number of elected directors or supervisors will exceed the number of directors or supervisors to be elected if they are successfully elected, such candidates shall be deemed not to have been elected;
(VI) If the number of elected candidates is less than the number of directors or supervisors to be elected, a second round of election shall be held for the unelected candidates for directors or supervisors, and if the above requirements are still not met after the second round of election, a new election shall be held at the next general meeting of the Company.
Article 111 Except for the cumulative voting system, the general meeting shall resolve on all the proposals separately; in the event of several proposals for the same issue, such proposals shall be voted on and resolved in the order of time at which they are submitted. Unless the general meeting is adjourned or no resolution can be made for special reasons such as force majeure, voting of such proposals shall neither be shelved nor refused at the general meeting.	Article 89 Except for the cumulative voting system, the shareholders' meeting shall resolve on all the proposals separately; in the event of several proposals for the same issue, such proposals shall be voted on and resolved in the order of time at which they are submitted. Unless the shareholders' meeting is adjourned or no resolution can be made for special reasons such as force majeure, voting of such proposals shall neither be shelved nor refused at the shareholders' meeting.
Article 112 No amendment shall be made to a proposal when it is considered at a general meeting, otherwise, the relevant amendment shall be deemed as a new proposal and shall not be voted on at the general meeting.	Article 90 No amendment shall be made to a proposal when it is considered at a shareholders' meeting, and if there is any change, the relevant amendment shall be deemed as a new proposal and shall not be voted on at the shareholders' meeting.
-	Article 91 The same voting rights shall be exercised in one manner only, i.e. on-site, online, or other voting methods. The first vote shall prevail in cases when a given voting rights is exercised repeatedly.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 113 Unless the resolutions on relevant procedures of a general meeting or administrative matters which can be decided by the chairman in the spirit of honesty and credibility and shall be voted on by show of hands, voting for a general meeting shall be made by ballot.	Article 92 Voting for a shareholders' meeting shall be made by ballot.
Article 114 A poll demanded on the election of the chairman of the meeting, or on a question of adjournment of the meeting, shall be taken forthwith. A poll demanded on any other matter shall be taken at such time as the chairman of the meeting directs, and the meeting may proceed to discuss other matters, while the result of the poll shall still be deemed to be a resolution passed in that meeting.	-
Article 115 Prior to the voting on proposals at a general meeting, two shareholders' representatives shall be elected to perform vote counting and scrutiny. For the related party/connected shareholders having interests in the item to be considered, such shareholders and their proxies shall not participate in vote counting and scrutiny.	Article 93 Prior to the voting on proposals at a shareholders' meeting, two shareholders' representatives shall be elected to perform vote counting and scrutiny. For the related party/connected shareholders having interests in the item to be considered, such shareholders and their proxies shall not participate in vote counting and scrutiny.
Article 116 When proposals are voted on at the general meeting, solicitors, the shareholders' representative and supervisors' representative and other relevant persons appointed according to the Hong Kong Listing Rules shall be jointly responsible for the counting and monitoring of the ballots and shall announce the voting results on the spot, voting results of which shall be recorded in the meeting minutes according to the Hong Kong Listing Rules.	When proposals are voted on at the shareholders' meeting, solicitors, the shareholders' representative shall be jointly responsible for the counting and monitoring of the ballots and shall announce the voting results on the spot, voting results of which shall be recorded in the meeting minutes.
Shareholders of the Company or their proxies who vote online or by other means have the right to check their voting results through the corresponding voting system.
Article 117 A general meeting shall be held by the venue meeting or other means permitted by laws and regulations.
The conclusion time of general meeting on-site shall not be earlier than that of online or other methods. The presider shall announce the voting result of every proposal and announce whether the proposal is passed or not according to the voting result.
Before the voting result is announced, the relevant parties including the company, counting officer, monitoring officer and major shareholders involved at general meeting shall have the confidentiality obligation.	Article 94 The conclusion time of shareholders' meeting on-site shall not be earlier than that of online or other methods. The presider shall announce the voting result of every proposal and announce whether the proposal is passed or not according to the voting result.
Before the voting result is formally announced, the relevant parties including the company, counting officer, monitoring officer, shareholders and internet service provider involved in onsite voting, online voting or voting by other means at the shareholders' meeting shall have the confidentiality obligation.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 118 A shareholder attending a general meeting shall express one of the following opinions on any proposal to be voted on: pro, con or abstention. As an exception, the securities registration and clearing institutions, as the notional holder of the shares traded under the Interconnection Mechanism for Mainland and Hong Kong Stock Markets, may make declaration in accordance with the intentions of the actual holders.

At the time of voting, any shareholder who has two or more votes (including the proxies of such shareholders) needs not to use all votes for or against any resolution or to abstain from voting on such resolution.

The same voting rights shall be exercised in one manner only, i.e. on-site, online, or other voting methods. The first vote shall prevail in cases when a given voting rights is exercised repeatedly. | Article 95 A shareholder attending a shareholders’ meeting shall express one of the following opinions on any proposal to be voted on: pro, con or abstention. As an exception, the securities registration and clearing institutions, as the notional holder of the shares traded under the Interconnection Mechanism for Mainland and Hong Kong Stock Markets, may make declaration in accordance with the intentions of the actual holders.

Blank, wrong, illegible or uncast votes shall be deemed as the voters’ waiver of their voting rights, and the voting results representing the shares held by such voters shall be counted as “abstentions”. |
| Article 119 If the presider has any doubt as to the result of a resolution which has been put to vote at the general meeting, he may have the ballots counted. If the presider has not counted the ballots, any shareholder who is present in person or by proxy and who objects to the result announced by the presider may, immediately after the declaration of the voting result, demand that the ballots be counted and the presider shall have the ballots counted immediately.

If ballots are counted at a general meeting, the counting result shall be recorded in the meeting minutes. The minutes together with the attendance record of shareholders and the powers of attorney of the proxies shall be kept at the domicile of the Company. | Article 96 If the presider has any doubt as to the result of a resolution which has been put to vote at the shareholders’ meeting, he may have the ballots counted. If the presider has not counted the ballots, any shareholder who is present in person or by proxy and who objects to the result announced by the presider may, immediately after the declaration of the voting result, demand that the ballots be counted and the presider shall have the ballots counted immediately. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 120 Resolutions of the general meeting shall be announced in due time according to the relevant laws, regulations, departmental rules, regulatory documents, regulatory rules of the place where the shares of the Company are listed or the Articles of Association. The announcement of resolutions shall specify the number of attending shareholders and their proxies, the total number of voting shares they represent and the proportion of these shares to the total number of the voting shares of the Company, the total number of shares required to abstain from voting in the concurring votes and/or voting as requested by the regulatory rules of the place where the shares of the Company are listed to individual proposals (if any), whether the shareholder who is required to abstain from voting has given up the voting right, the voting method, the voting result of each resolution and the details of each of the resolutions passed.

If the proposal is not approved, or if the current general meeting changes the resolution of the previous general meeting, a special reminder shall be included in the announcement of the resolution of the general meeting. | Article 97 Resolutions of the shareholders’ meeting shall be announced in due time. The announcement shall specify the number of attending shareholders and their proxies, the total number of voting shares held by the holders of shares who are entitled to attend the meeting and vote on the resolution at the meeting and their proportion to the total number of voting shares of the Company, the total number of shares who are entitled to attend the meeting but are required to abstain from voting in favor of the resolution as set out in Rule 13.40 of the Hong Kong Listing Rules, the total number of shares held by the holders of shares who are required to abstain from voting in favor of the resolution under the Hong Kong Listing Rules, the total number of shares actually voting in favor of the resolution and the total number of shares actually voting against the resolution, the voting method, the voting result of each resolution and the details of each of the resolutions passed, whether the person who expresses his/her intention to vote against the relevant resolution or abstain from voting right actually acts according to it at the shareholders’ meeting, and the attendance rate of directors at the shareholders’ meeting. |
| | Article 98 If the proposal is not approved, or if the current shareholders’ meeting changes the resolution of the previous shareholders’ meeting, a special reminder shall be included in the announcement of the resolution of the shareholders’ meeting. |
| Article 121 Where a proposal on election of directors or supervisors is passed at the general meeting, the term of office of a new director or supervisor shall commence on the date on which resolutions of the general meeting for election such director or supervisor are approved. | Article 99 Where a proposal on election of directors is passed at the shareholders’ meeting, the term of office of a new director shall commence on the date on which resolutions of the shareholders’ meeting for election of such director is approved. |
| Article 122 Shareholders may examine photocopies of the minutes of meetings during the Company’s office hours free of charge. If any shareholder requests for a photocopy of the relevant minutes of meetings, the Company shall send such photocopies within seven (7) days upon receipt of the payment for reasonable charges. | - |
| - | Article 100 When the resolutions regarding cash distribution, bonus issue or conversion of capital reserve into share capital have been passed at the shareholders’ meeting, the specific plans shall be implemented by the Company within two months after the conclusion of the shareholders’ meeting. |
| Section 7 Special Procedures for Voting at Class Meetings | - |
| Article 123 Shareholders who hold different classes of shares shall be shareholders of different classes. Shareholders of different classes shall enjoy rights and undertake obligations in accordance with the laws, administrative regulations and the Articles of Association. All class shareholders of shall enjoy equal rights to receive dividends or other forms of distributions. | - |

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PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 124 Rights conferred on any class of shareholders in the capacity of shareholders may not be varied or abrogated unless approved by a special resolution of general meeting and by holders of shares of that class at a separate meeting conducted in accordance with Article 127 to 130 stipulated in the Articles of Association:	-
Article 125 The following circumstances shall be deemed to be variation or abrogation of the class rights of a class:	-
(I) to increase or decrease the number of shares of such class, or increase or decrease the number of shares of class having voting or equity rights or privileges equal or superior to those of the shares of such class;
(II) to effect an exchange of all or part of the shares of such class into shares of another class or to effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of such class;
(III) to remove or reduce rights to accrued dividends or rights to cumulative dividends attached to shares of such class;
(IV) to reduce or remove a dividend preference or a liquidation preference attached to shares of such class;
(V) to add, remove or reduce conversion privileges, options, voting rights, transfer, pre-emptive rights, or rights to acquire securities of the Company attached to shares of such class;
(VI) to remove or reduce rights to receive payment payable by the Company in particular currencies attached to shares of such class;
(VII) to create a new class having voting or equity right or privileges equal or superior to those of the shares of such class;
(VIII) to restrict the transfer or ownership of the shares of such class or add to such restriction;
(IX) to issue rights to subscribe for, or convert into, shares in the Company of such class or another class;
(X) to increase the rights or privileges of shares of another class;
(XI) to restructure the Company where the proposed restructuring will result in different classes of shareholders bearing a disproportionate burden of such proposed restructuring;
(XII) to vary or abrogate provisions in this section.

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PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 126 Shareholders of the affected class, whether or not otherwise having the right to vote at general meetings, shall nevertheless have the right to vote at class meetings in respect of matter concerning (II) to (VIII), (XI) and (XII) of the above Article, but interested shareholder shall not be entitled to vote at class meetings.

The meaning of “interested shareholder” in the preceding paragraph is:

(i) in the case of a repurchase of shares by offers to all shareholders pro rata according to the Articles of Association or public dealing on a stock exchange, a “controlling shareholder” within the meaning of the Articles of Association;

(ii) in the case of a repurchase of shares by an off-market contract according to the Articles of Association, a holder of the shares to which the proposed contract relates;

(iii) in the case of a restructuring of the Company, a shareholder within a class who bears less than a proportionate burden imposed on that class under the proposed restructuring or who has an interest in the proposed restructuring different from the interest of shareholders of that class. | - |
| Article 127 Resolutions of a class meeting shall be passed by votes representing more than two-thirds of the voting rights of shareholders of that class represented at the relevant meeting who are entitled to vote at class meetings in accordance with the preceding Article. | - |
| Article 128 When the Company is to hold a class meeting, it shall inform all the registered shareholders in writing of that class of the matters to be considered at the meeting as well as the date and venue of the meeting as required in Article 78 under the Articles of Association.

Unless otherwise provided in the Articles of Association, the announcement of a general meeting shall be served on the shareholders (whether or not entitled to vote at the general meeting), by delivery by hand or prepaid mail to their addresses as shown in the register of members. For the shareholders of domestic shares, announcement of the meeting may be issued by way of public announcement.

The announcement referred to in the preceding paragraph shall be published in the website designated by the securities regulatory authorities under the State Council between 20 to 25 working days before the date of the meeting. All holders of domestic shares shall be deemed as having received the notice of the general meeting once the announcement is published. | - |

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
The notice of the general meeting sent to holders of overseas listed foreign shares may be published on the designated website of the Hong Kong Stock Exchange and the website of the Company. All holders of overseas listed shares shall be deemed as having received the notice of the general meeting once the announcement is published.

In the event that the regulatory rules in the place of listing of the Company's shares provide otherwise, such provisions shall be followed. | |
| Article 129 Notice of class meetings need only be served on shareholders entitled to vote thereat:

Except as otherwise provided under the Articles of Association, any class meetings shall be conducted in a manner as similar as possible to that of general meetings. The provisions of the Articles of Association relating to the manner of conducting any general meeting shall apply to any class meeting. | - |
| Article 130 Other than the shareholders of other classes of shares; shareholders of domestic shares and overseas listed foreign shares shall be deemed as shareholders of different classes. The special procedures for voting at a class of shareholders shall not apply in the following circumstances:

(I) where the Company issues domestic shares and overseas listed foreign invested shares, upon the approval by a special resolution of its general meeting, either separately or concurrently once every 12 months, not exceeding 20% of each of its existing issued;

(II) where the Company's plan to issue domestic shares and overseas listed foreign invested shares at the time of its establishment is carried out within 15 months from the date of approval of the securities regulatory authority under the State Council;

(III) Shares (including domestic and foreign shares) already issued but not listed of the Company, after approval from the securities regulatory authority under the State Council, are converted to overseas listed shares. | - |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
CHAPTER 5 THE BOARD	CHAPTER 5 DIRECTORS AND THE BOARD
Section 1 Directors	Section 1 General Requirement of Directors
-	Article 101 Directors of the Company shall be natural persons. The following person may not serve as a director of the Company:

(I) a person without capacity or with limited capacity for civil conduct;

(II) a person who has been convicted of an offence of corruption, bribery, embezzlement or misappropriation of property, or the destruction of socialist market economy, or who has been deprived of his political rights due to his crimes, and the expiry of execution of such deprival is less than five years, or who has been granted a suspended sentence of which the expiry of the probation period of the suspended sentence is less than two years;

(III) a person who has been a former director, factory manager or manager of a company or an enterprise that has entered into insolvent liquidation and was personally liable for the insolvency of such company or enterprise, where less than three years have elapsed since the date of the completion of the bankruptcy and liquidation of the company or enterprise;

(IV) a person who has been a legal representative of a company or an enterprise that has had its business license revoked due to violations of the law and has been ordered to close down by law and was personally liable therefor, where less than three years have elapsed since the date of the revocation of business license and order to close down of such company or enterprise;

(V) a person who is liable for a relatively large amount of debts that are overdue and has been listed as dishonest debtor by the People's Court;

(VI) a person who has been banned from the securities market by the CSRC and the time limit has not expired;

(VII) a person who has been publicly declared by any stock exchange to be unsuitable for serving as the director and senior management of any listed company and the time limit has not expired;

(VIII) other contents required by the laws, administrative regulations or departmental rules. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
	If the election or appointment of directors violates this Article, such election, appointment or employment shall be invalid. If any of the circumstances described in this Article occurs during the term of office of a director, the Company shall remove the director from the position and stop the director from performing his/her duty.
Article 131 Directors shall be elected or replaced at the general meeting and serve a term of three years. The term of a Director is renewable by re-election after its expiry.

A director’s term of service commences from the date he takes office, until the current term of service of the Board ends. A director shall continue to perform his/her duties as a director in accordance with the laws, administrative regulations, departmental rules and the Articles of Association until a re-elected director takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term of office.

Any person appointed by the Board to fill a temporary vacancy on or as an addition to the Board shall hold office only until the first annual general meeting of the Company after his/her appointment, and shall then be eligible for re-election.

Where not otherwise provided by laws, regulations and regulatory rules of the place where the shares of the Company are listed, the Company shall have power by ordinary resolution at the general meeting to remove any director (including a managing or other executive director), but without prejudice to any claim for damages under any contract before the expiration of his/her term of office.

While observing relevant laws and administrative regulations, Shareholders may remove any director whose term does not expire from his position by passing an ordinary resolution (nevertheless, any claim due under any contract shall not be affected by such removal) in the general meeting.

The general manager or other senior management may concurrently serve as a director, provided that the aggregate number of the directors who concurrently serve as general manager or other senior management shall not exceed one half of all the directors of the Company. | Article 102 Directors shall be elected or replaced at the shareholders’ meeting and may be removed by the shareholders’ meeting before the expiration of their terms of office. The term of office of the directors is three years and they are eligible for re-election.

A director’s term of service commences from the date he takes office, until the current term of service of the Board ends. A director shall continue to perform his/her duties as a director in accordance with the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association until a re-elected director takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term of office.

Any person appointed by the Board to fill a temporary vacancy on or as an addition to the Board shall hold office only until the first annual shareholders’ meeting of the Company after his/her appointment, and shall then be eligible for re-election.

Where not otherwise provided by laws, regulations and regulatory rules of the place where the shares of the Company are listed, the Company shall have power by ordinary resolution at the shareholders’ meeting to remove any director (including a managing or other executive director), but without prejudice to any claim for damages under any contract before the expiration of his/her term of office.

Senior management may serve as a director, provided that the aggregate number of the directors who concurrently serve as senior management and employee representatives shall not exceed one half of all the directors of the Company. |

– IV-65 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 132 The directors shall comply with the laws, administrative regulations and the Articles of Association and shall faithfully perform their following obligations to the Company:	Article 103 The directors shall comply with the laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association, and directors owe fiduciary duties to the Company and shall take measures to avoid conflicts of interest between their personal interests and the interests of the Company, and shall not use their authority to seek improper benefits.
(I) not to abuse their rights to accept bribes or other illegal income and not to misappropriate the properties of the Company;	The directors undertake the following fiduciary duties to the Company:
(II) not to misappropriate the money of the Company;	(I) not to misappropriate the properties and the money of the Company;
(III) not to deposit any assets or money of the Company in any accounts under their names or in the names of other persons;	(II) not to deposit any assets or money of the Company in any accounts under their names or in the names of other persons;
(IV) not to violate the Articles of Association and lend the money of the Company to others or provide guarantee to others by charging the Company's assets without approval of the general meetings or the Board;	(III) not to abuse their rights to accept bribes or other illegal income;
(V) not to enter into contracts or transactions with the Company in violation of the Articles of Association or without approval of the general meeting;	(IV) without reporting to the Board or in the shareholders' meeting, and without being passed by the Board or shareholders' meeting by way of resolutions in accordance with the provisions of the Articles of Association, not to directly or indirectly enter into contracts or conduct transactions with the Company;
(VI) not to use their position to obtain business opportunities which should be available to the Company for themselves or others, or to run his/her own or others' business which is similar to the Company's business without approval of the general meeting;	(V) not to use their position to obtain business opportunities which should be available to the Company for themselves or others, but except when such business opportunities have been reported to the Board or in shareholders' meeting and passed by way of resolutions of the shareholders' meeting, or when the Company shall not take advantage of such business opportunities in accordance with the provisions of laws, administrative regulations or the Articles of Association;
(VII) not to disclose the secrets of the Company without consent;	(VI) without reporting to the Board or in shareholders' meeting and being passed by resolutions of the shareholders' meeting, not to run his/her own or others' business which is similar to the Company's business;
(IX) not to use their connections (association) to harm the interests of the Company;	(VII) not to accept commissions in relation to transactions between any third party and the Company;
(X) to be bound by other duties of loyalty stipulated by the laws, administrative regulations, departmental rules and the Articles of Association.	(VIII) not to disclose the secrets of the Company without consent;
The Company shall be entitled to the income gained by the directors in violation of this Article; the director shall be liable for compensation if any loss is caused to the Company.	(IX) not to use their connections (association) to harm the interests of the Company;

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
	(X) to be bound by other duties of loyalty stipulated by the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association.

The Company shall be entitled to the income gained by the directors in violation of this Article; the director shall be liable for compensation if any loss is caused to the Company.

The provisions of item (IV) of paragraph 2 of this Article shall apply to the close relatives of directors and senior management members, enterprises directly or indirectly controlled by directors or senior management members or their close relatives, and related persons otherwise related (connected) with directors or senior management members, who enter contracts or conduct transactions with the Company. |
| Article 133 The directors shall comply with the laws, administrative regulations and the Articles of Association and shall diligently perform their following obligations to the Company:

(I) to exercise prudently, conscientiously and diligently the rights granted by the Company to ensure that the Company's commercial activities are in compliance with the laws, administrative regulations and the requirements of economic policies of China and that its commercial activities are within the scope stipulated in the business license;

(II) to treat all shareholders equally and fairly;

(III) to understand the operation and management of the Company in a timely manner;

(IV) to approve regular reports of the Company in written form and to ensure the integrity, accuracy and completeness of the information disclosed by the Company;

(V) to provide all relevant information and materials required by the supervisory committee and shall not intervene the performance of duties of the supervisory committee or supervisors;

(VI) to perform other obligations of diligence stipulated by the laws, administrative regulations, departmental rules and the Articles of Association. | Article 104 The directors shall comply with the laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association and shall diligently perform their duties to the Company, perform duties with reasonable care that managers should ordinarily exercise in the best interests of the Company.

The directors owe the following diligent duties to the Company:

(II) to treat all shareholders equally and fairly;

(III) to understand the operation and management of the Company in a timely manner;

(IV) to approve regular reports of the Company in written form and to ensure the integrity, accuracy and completeness of the information disclosed by the Company;

(V) to provide all relevant information and materials required by the audit committee and shall not intervene the performance of duties of the audit committee;

(VI) to perform other obligations of diligence stipulated by the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 134 A director who fails to attend the meetings of the Board in person for two consecutive times or by proxy shall be deemed as unable to perform his/her duties. The Board shall propose to the general meeting for removal of such director.	Article 105 A director who fails to attend the meetings of the Board in person for two consecutive times or by proxy shall be deemed as unable to perform his/her duties. The Board shall propose to the shareholders' meeting for removal of such director.
Article 135 A director may resign before expiry of his/her term of service. When a director resigns, he shall submit a written resignation notice to the Board. The Board shall make a relevant disclosure within two days.

If the member of directors falls below the minimum statutory requirement due to a director's resignation, the former directors shall still perform their duties as directors in accordance with the requirements of laws, administrative regulations, departmental rules and the Articles of Association before the appointment of the re-elected directors. The Company shall complete a by-election within 60 days after a director-tenders his resignation, to ensure that the Board composition is in compliance with laws and regulations as well as the provisions of the Articles of Association.

Save for the circumstances referred to in the preceding Article, the director's resignation takes effect upon delivery of his/her resignation report to the Board. | Article 106 A director may resign before expiry of his/her term of service. When a director resigns, he/she shall submit a written resignation notice to the Company, and the resignation shall take effect on the date the Company receives the resignation report. The Company shall make a relevant disclosure as soon as practicable. If the member of directors falls below the minimum statutory requirement due to a director's resignation, or the resignation of independent directors leads to the proportion of independent directors in the Board of the Company or its special committees not complying with laws, regulations or the Articles of Association, or there is a lack of accounting professionals among the independent directors, the former directors shall still perform their duties as directors in accordance with the requirements of laws, administrative regulations, departmental rules and the Articles of Association before the appointment of the re-elected directors. |
| Article 136 When a director's resignation takes effect or his/her term of service expires, the director shall complete all transfer procedures with the Board. His/her loyal duties towards the Company and the shareholders do not necessarily cease within a reasonable period after the end of his/her term of service. The duty of confidentiality in respect of trade secrets of the Company shall still be in effect after the end of his/her term of office, until such trade secrets become publicly available information. The period for which other loyal duties may continue is determined according to the principle of fairness as well as the combined factors such as the nature of matter, the importance to the Company, the time of impact on the Company and the relationship with such director, which shall still be effective within the reasonable duration specified by the Articles of Association. | Article 107 The Company has established a management system for director resignations, clearly specifying the accountability and compensation measures for unfulfilled public commitments and other outstanding matters. When a director's resignation takes effect or his/her term of service expires, the director shall complete all transfer procedures with the Board. His/her loyal duties towards the Company and the shareholders do not necessarily cease after the end of his/her term of service, which shall still be effective within the reasonable duration specified by the Articles of Association. The responsibility that a director bears during their term of office due to the performance of his/her duties shall not be waived or terminated upon leaving office. |
| - | Article 108 A director may be removed by resolution of the shareholders' meeting, with such removal taking effect on the date the resolution is passed.

Where a director is removed prior to the expiration of their term without proper cause, the director may claim against the Company for compensation. |

– IV-68 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 137 Unless legally authorized by the Articles of Association or the Board, no director shall act on behalf of the Company or the Board in his/her own name. When a director acts in his/her own name and a third party reasonably considers such director acts on behalf of the Company or the Board, such director shall declare in advance his/her position and capacity.	Article 109 Unless legally authorized by the Articles of Association or the Board, no director shall act on behalf of the Company or the Board in his/her own name. When a director acts in his/her own name and a third party reasonably considers such director acts on behalf of the Company or the Board, such director shall declare in advance his/her position and capacity.
Article 138 A director shall be personally liable for any loss suffered by the Company as a result of a violation by him of any laws, administrative regulations, departmental rules or the Articles of Association in the course of performing his/her duties.	Article 110 If a director causes damages to others in performing duties for the Company, the Company shall be liable for compensation; and if such damages are out of the intent or gross negligence of the director, he/she shall also be liable for compensation.
A director shall be personally liable for any loss suffered by the Company as a result of a violation by him/her of any laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the shares of the Company are listed or the Articles of Association in the course of performing his/her duties.
Article 139 The Company shall appoint independent directors (being the independent non-executive directors under the Hong Kong Listed Rules). Unless otherwise specified herein, the provisions on qualification and obligations for directors set out in the Articles of Association shall apply to independent directors.	-
Article 140 Independent directors shall faithfully execute their duties and protect the Company's interests, especially ensuring that the legal rights and interests of public shareholders will not be infringed and the interests of all shareholders will be adequately represented. The powers and duties and relevant matters relating to independent directors shall be executed in accordance with laws, administrative regulations, department rules and regulatory rules of the place where our shares are listed.	-

– IV-69 –

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Section 2 The Board	Section 2 The Board
Article 141 The Company shall have a Board accountable to the general meeting. The Company convenes ad hoc meetings of independent directors from time to time, all of which shall be attended by independent directors.	Article 111 The Company shall have a Board, which shall comprise 7 to 11 directors and shall have one Chairman, at least three independent (non-executive) directors representing at least one-third of the members of the Board, and at least one of them shall be an accounting professional.
Article 142 The Board shall comprise 9 directors and shall have one Chairman. More than one-third of the members of the Board shall be independent directors and at least one of them shall be an accounting professional.
Those who are nominated as independent director candidates in their capacity as accounting professionals shall possess extensive accounting expertise and experience with appropriate accounting or relevant financial management expertise as required by the Hong Kong Listing Rules, and meet at least one of the following criteria:
(I) being qualified to practice as a Certified Public Accountant;
(II) possessing a senior title, associate professor title or doctoral degree in accounting, auditing or financial management;
(III) possessing a senior title in economic management with at least 5 years of full-time working experience in professional positions in accounting, auditing or financial management.
At least one independent director of the Company is ordinarily resident in Hong Kong.
Article 143 The following matters of Company shall be submitted to the Board for deliberation after being approved by a majority of all independent directors:
(I) related (connected) transactions that shall be disclosed;
(II) plans for the Company and related parties to change or waive commitments;
(III) decisions made and measures taken by the board of directors of the acquired company in relation to the acquisition;
(IV) other matters as stipulated by laws, administrative regulations, regulatory rules of the place where the Company’s shares are listed and the Articles of Association.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 144 The Board shall exercise the following functions and powers:	Article 112 The Board shall exercise the following functions and powers:
(I) to convene general meetings and report to general meetings;	(I) to convene shareholders' meetings and report to shareholders' meetings;
(II) to implement resolutions of general meetings;	(II) to implement resolutions of shareholders' meetings;
(III) to resolve on the Company's business plans and investment plans;	(III) to resolve on the Company's business plans and investment plans;
(IV) to prepare the annual financial budgets and final accounting plans of the Company;	(IV) to prepare the profit distribution plan and loss makeup plan of the Company;
(V) to prepare the profit distribution plan and loss makeup plan of the Company;	(V) to formulate proposals for the Company in respect of increase or reduction of registered capital, issue of bonds or other securities and the listing thereof;
(VI) to formulate plans for material acquisitions, purchase of shares of the Company, merger, division, dissolution or transformation of the Company;	(VI) to formulate plans for material acquisitions, acquisition of shares of the Company, merger, division, dissolution or transformation of the Company;
(VII) to determine, within the authority granted by the general meeting, such matters as external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, connected (related party) transactions, external financing, etc.;	(VII) to determine, within the authority granted by the shareholders' meeting, such matters as external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, related party (connected) transactions, external financing, etc.;
(IX) to approve the matters in relation to investment, acquisition or disposal of assets, financing and connected (related party) transactions as required by the listing rules of the stock exchange where the shares of the Company are listed;	(VIII) to decide on the establishment of internal management organizations of the Company;
(X) to decide on the establishment of internal management organizations of the Company;	(IX) to determine the appointment or dismissal of the general manager and secretary to the Board and other senior management of the Company, and to determine their remunerations, rewards and penalties; to determine the appointment or dismissal of senior management officers including the chief finance officer of the Company in accordance with the nominations by general manager, and to determine their remunerations, rewards and penalties;
(XI) to appoint or dismiss the general manager and secretary to the Board of the Company; to appoint or dismiss senior management officers including president, chief medical officer and the chief finance officer of the Company in accordance with the nominations by general manager, and to determine their remunerations, rewards and penalties;	(X) to set up the basic management system of the Company;
	(XI) to formulate the proposals for any amendment to the Articles of Association;

– IV-71 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(XII) to set up the basic management system of the Company;
(XIII) to formulate the proposals for any amendment to the Articles of Association;
(XIV) to propose to the general meeting the appointment or replacement of the accounting firms which provide audit services to the Company;
(XV) to listen to work reports of the general manager and review his/her work;
(XVI) to manage the information disclosure of the Company;
(XVII) to exercise other functions and powers as stipulated by laws, administrative regulations, department rules, regulatory rules of the place where the shares of the Company are listed, the Articles of Association or the shareholders’ meeting.	(XII) to propose to the shareholders’ meeting the appointment or replacement of the accounting firms which provide audit services to the Company;
(XIII) to listen to work reports of the general manager and review his/her work;
(XIV) to manage the information disclosure of the Company;
(XV) to exercise other functions and powers as stipulated by laws, administrative regulations, department rules, the securities regulatory rules of the place where the shares of the Company are listed, the Articles of Association or the shareholders’ meeting.

The Board may resolve on the issues specified in the above paragraphs by approval of more than half of the directors save for the issues specified in (VI), (VII) and (XII), for which approval of more than two-thirds of the directors is required. |
| Article 145 The Board shall not dispose of or agree to dispose of any fixed assets without approval by the general meeting if the sum of the expected value of the fixed assets to be disposed of and the value derived from the disposal of fixed assets within 4 months before such proposal to dispose of the fixed assets exceeds 33% of the value of the fixed assets as shown on the latest audited balance sheet considered and approved by the general meeting.

Disposals of the fixed assets mentioned herein include transfer of certain asset interests, but do not include guarantee provided by pledge of fixed assets.

The effectiveness of the Company’s disposal of the fixed assets shall not be affected by any breach of the foregoing provisions in paragraph 1 of this Article. | - |
| - | Article 113 The Board of the Company shall explain at the shareholders’ meeting for the non-standard auditing opinions provided by the certified public accounts with respect to the Company’s financial reports. |

IV-72 -

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 146 The Board shall formulate the rules of procedure for meetings of the Board to ensure the implementation by the Board of the resolutions of general meeting, to improve efficiency and to have scientific decision-making. The rules of procedures for the Board shall be formulated by the Board and approved by the general meeting.	Article 114 The Board shall formulate the rules of procedure for meetings of the Board to ensure the implementation by the Board of the resolutions of shareholders' meeting, to improve efficiency and to have scientific decision-making. The rules of procedures for the Board shall be formulated by the Board and approved by the shareholders' meeting.
Article 147 The Board shall formulate stringent examination and approval system to determine the authority with respect to external investment, acquisition and disposal of assets, mortgage of assets, external guarantee, entrusted wealth management and connected (related party) transactions of the Company. Specialists or professionals shall be retained to evaluate major investment projects and report to general meeting for approval.	Article 115 The Board shall formulate stringent examination and approval system to determine the authority with respect to external investment, acquisition and disposal of assets, mortgage of assets, external guarantee, entrusted wealth management, related party (connected) transactions, and external donations of the Company. Specialists or professionals shall be retained to evaluate major investment projects and report to shareholders' meeting for approval.
Article 148 The Board of Directors shall consider transactions such as purchase or sale of assets, foreign investment (except for the purchase of bank financial products), transfer or assignment of research and development projects, entering into license agreements, leasing in or leasing out assets, entrusting or accepting entrustment for assets management and business, giving or being given assets, debts, debt restructuring, and provision of financial assistance, and matters in relation to the transactions determined by the SSE and not within the scope of approval by the general meeting, where the single or cumulative transaction amount within 12 consecutive months meets one of the following criteria:	Article 116 The Board of Directors shall consider transactions such as purchase or sale of assets, foreign investment (except for the purchase of bank financial products), transfer or assignment of research and development projects, entering into license agreements, leasing in or leasing out assets, entrusting or accepting entrustment for assets management and business, giving or being given assets, debts, debt restructuring, and provision of financial assistance, and matters in relation to the transactions determined by the SSE and not within the scope of approval by the shareholders' meeting, where the single or cumulative transaction amount within 12 consecutive months meets one of the following criteria:
(I) The total amount of assets involved in the transaction accounts for more than 10% of the Company's latest audited total assets, and where both book value and appraised value of the total amount of assets involved in the transaction exist, the higher of the two values shall be used for calculation:	(I) The total amount of assets involved in the transaction accounts for more than 10% of the Company's latest audited total assets, and where both book value and appraised value of the total amount of assets involved in the transaction exist, the higher of the two values shall be used for calculation;
(II) The transaction amount of the transaction represents more than 10% of the market value of the Company:	(II) The transaction amount of the transaction represents more than 10% of the market value of the Company;
(III) The subject of the transaction (e.g. equity interest) accounts for more than 10% of the Company's market value in terms of net assets in the latest accounting year:	(III) The subject of the transaction (e.g. equity interest) accounts for more than 10% of the Company's market value in terms of net assets in the latest accounting year;
(IV) The operating revenue related to the subject of the transaction (e.g. equity interest) in the latest accounting year accounted for more than 10% of the audited operating revenue of the Company in the latest accounting year and exceeded RMB10 million:	(IV) The operating revenue related to the subject of the transaction (e.g. equity interest) in the latest accounting year accounted for more than 10% of the audited operating revenue of the Company in the latest accounting year and exceeded RMB10 million;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(V) The profit generated from the transaction accounts for more than 10% of the audited net profit of the Company in the latest accounting year and exceeds RMB1 million in absolute amount:	(V) The profit generated from the transaction accounts for more than 10% of the audited net profit of the Company in the latest accounting year and exceeds RMB1 million in absolute amount;
(VI) The net profit related to the subject of the transaction (e.g. equity interest) for the latest accounting year accounts for more than 10% of the audited net profit of the Company for the latest accounting year, and the absolute amount exceeds RMB1 million.	(VI) The net profit related to the subject of the transaction (e.g. equity interest) for the latest accounting year accounts for more than 10% of the audited net profit of the Company for the latest accounting year, and exceeds RMB1 million in absolute amount.
If the data involved in the calculation of the transaction indicators in (I) to (VI) above is negative, the absolute value shall be taken for calculation. The net profit indicator in the above criteria may be exempted from application until the Company makes profit.	If the data involved in the calculation of the transaction indicators in items (I) to (VI) above is negative, the absolute value shall be taken for calculation. The net profit indicator in the above criteria may be exempted from application until the Company makes profit.
(VII) Matters of external guarantees other than those to be considered by the general meeting as stipulated in the Articles of Association.	(VII) Matters of external guarantees other than those to be considered by the shareholders' meeting as stipulated in the Articles of Association.
(VIII) Matters of connected (related party) transactions that shall be considered by the Board of Directors in accordance with the Rules Governing the Listing on Science and Technology Innovation Board and the Hong Kong Listing Rules.	(VIII) Matters of related party (connected) transactions that shall be considered by the Board of Directors in accordance with the STAR Market Listing Rules and the Hong Kong Listing Rules.
The purchase or sale of assets mentioned in this article does not include the purchase of raw materials, fuel and power, and the sale of products or commodities, and other transactions related to daily operations.	The purchase or sale of assets mentioned in this Article does not include the purchase of raw materials, fuel and power, and the sale of products or commodities, and other transactions related to daily operations.
Article 149 The Chairman of the Company shall be elected by a majority of all members of the Board.	Article 117 The Chairman of the Company shall be elected by a majority of all members of the Board.
Article 150 The chairman of the board shall exercise the following powers:	Article 118 The chairman of the board shall exercise the following powers:
(I) to preside over general meetings, and convene and preside over meetings of the Board;	(I) to preside over shareholders' meetings, and convene and preside over meetings of the Board;
(II) to supervise and check the implementation of resolutions passed by the Board;	(II) to supervise and check the implementation of resolutions passed by the Board;
(III) to sign the share certificates, corporate bonds and other securities issued by the Company;	(III) to sign the share certificates, corporate bonds and other securities issued by the Company;
(IV) to sign the important documents of the Board;	(IV) to sign the important documents of the Board;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(V) in the event of emergency situations such as the occurrence of large-scale natural disasters, to take special steps in handling the Company's business according to the laws and the Company's interest; and to report to the Company's Board and general meeting afterwards;	(V) in the event of emergency situations such as the occurrence of large-scale natural disasters, to take special steps in handling the Company's business according to the laws and the Company's interest; and to report to the Company's Board and shareholders' meeting afterwards;
(VI) Other powers conferred by the Board or regulatory rules of the place where the shares of the Company are listed.	(VI) Other powers conferred by the Board or regulatory rules of the place where the shares of the Company are listed.
The authorization of the Chairman by the Board shall specify to be made by resolutions passed by the board, which shall include specific authorization matters, content and limits of authority. Issues involving material interests of the Company shall be subject to collective decision by the Board and shall not authorize Chairman or individual director to decide by himself.	The authorization to the Chairman by the Board shall be made by resolutions passed by the Board, which shall include specific authorization matters, content and limits of authority. Issues involving material interests of the Company shall be subject to collective decision by the Board and shall not authorize Chairman or individual director to decide by himself.
Article 151 Where the chairman is unable to or does not perform the duty, a director nominated by more than half of the directors shall perform the duty.	Article 119 Where the chairman is unable to or does not perform the duty, a director nominated by more than half of the directors shall perform the duty.
Article 152 The Board shall discuss matters in the form of Board meetings. Board meetings include regular meetings and extraordinary meetings. Regular Board meetings shall be held at least 4 times a year and shall be convened by the chairman. Notice of a regular Board meeting shall be given to all directors and supervisors at least 14 days in advance.	Article 120 The Board meetings shall be held at least twice a year and shall be convened by the chairman. Notice of the Board meetings shall be given to all directors at least 10 days in advance.
Article 153 An extraordinary Board meeting may be held by request of shareholders representing more than 10% of the voting rights or by request of more than one-third directors, one-half of independent director or supervisors, chairman or general managers. The chairman shall convene and preside over a Board meeting within 10 days after receipt of the proposal.	Article 121 An extraordinary Board meeting may be held by request of shareholders representing more than 10% of the voting rights or by request of more than one-third directors or the audit committee. The chairman shall convene and preside over a Board meeting within 10 days after receipt of the proposal.
Article 154 Notice of meetings of the Board shall be given by personal delivery, express mail, facsimile, electronic mail, telephone or other means of communication or in such other manner as may be provided for in these Articles. The notice of an interim Board meeting shall be served on all directors and supervisors three days before the meeting. In case of emergency, the service of notices for an interim Board meeting shall not be subject to the time-limit stated in the preceding paragraph.	Article 122 Notice of meetings of the Board shall be given by personal delivery, express mail, facsimile, electronic mail, telephone or other means of communication or in such other manner as may be provided for in these Articles. The notice of an interim Board meeting shall be served on all directors three days before the meeting. In case of emergency, the service of notices for an interim Board meeting shall not be subject to the time-limit stated in the preceding paragraph.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 155 A notice of Board meeting shall at least contain the following contents:

(I) date and place of the meeting;

(II) duration of the meeting;

(III) cause and topic;

(IV) date of notice. | Article 123 A notice of Board meeting shall contain the following contents:

(I) date and place of the meeting;

(II) duration of the meeting;

(III) cause and topic;

(IV) date of notice. |
| Article 156 The Board meeting shall be held upon the attendance of more than half of directors. A resolution of the Board must be passed by more than half of all directors of the Company. When the Board is considering the external guarantee provided by the Company, the resolution cannot be made until it is passed by more than two-thirds of the directors attending in the Board meeting.

Resolutions of the Board are voted by way of poll with each director having one vote. Where there is an equality of votes cast both for and against a resolution, the chairman of the Board shall have a casting vote. | Article 124 The Board meeting shall be held upon the attendance of more than half of directors. A resolution of the Board must be passed by more than half of all directors of the Company.

Resolutions of the Board are voted by way of poll with each director having one vote. |
| Article 157 If any director has connection (association) with the enterprise involved in the resolution made at a board meeting, the said director shall not vote on the said resolution for himself or on behalf of another director. The Board meeting may be held when more than half of the non-connected (related) directors attend the meeting. The resolution of the Board meeting shall be passed by more than half of the non-connected (related) directors. If the number of non-connected (related) directors attending the meetings is less than 3, the issue shall be submitted to the general meeting for consideration. | Article 125 If any director is related (connected) with the enterprise or individual involved in the resolution made at a Board meeting, or if a director or any of his close associates (as defined in the Hong Kong Listing Rules) has a material interest in any contract, arrangement or any other proposal resolved at the Board meeting (except for the exceptions stipulated in the Hong Kong Listing Rules), the director shall report to the Board in writing in a timely manner. Related (connected) directors or directors who have material interests shall not vote on the said resolution for themselves or on behalf of other directors, nor shall they be included in the quorum present at the meeting. The Board meeting may be held when more than half of the non-related (connected) directors attend the meeting. The resolution of the Board meeting shall be passed by more than half of the non-related (connected) directors. If the number of non-related (connected) directors attending the Board meetings is less than 3, the issue shall be submitted to the shareholders' meeting for consideration.

In terms of this Article, related (connected) relationship shall have the same meaning ascribed to it under the STAR Market Listing Rules or the Hong Kong Listing Rules. If the listing rules of other stock exchanges where the shares of the Company are listed set out stricter provisions on the abstaining of directors, such stricter provisions shall apply. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 158 Voting at Board meetings shall be conducted by open ballot or by a show of hands.

Board meetings may be held by a meeting on-site, by a communications conference or by a combination of both.

For the convenience of directors attending a Board meeting, Board meetings convened by a communications conference may be held by means of telephone, video, written resolution or other real-time means of communication. Directors who participated in a Board meeting by the aforementioned means shall be deemed to have attended such meeting.

If a Board meeting is convened by means of telephone, video or other real-time means of communication, the Company shall ensure that speeches by other directors can be heard clearly by directors present at the meeting participating in the meeting and they can communicate with each other. Board meetings convened by such means shall be audio recorded or videotaped. If directors are unable to sign resolutions at such meetings, a voice vote shall be used and the signing of resolutions shall be performed as soon as possible. The effectiveness of the voice vote by the directors shall have equal effect with signed resolutions provided that the subsequent resolution signed is consistent with the voice vote made at the meeting. If there is any inconsistency between the voice vote and the signed resolution, the voice vote shall prevail.

If a Board meeting is convened by means of circulation of a written resolution, namely by serving the resolutions for review individually or by circulating the resolutions among the directors for review, the directors or other directors appointed by them shall express their opinions for, against or abstain on the resolution or on the ballot paper clearly in writing. Once the number of directors who sign in favor reaches the quorum for a resolution as required by the Articles, the proposal shall take effect. The Company shall provide explanations if a Board meeting is convened by means of circulation of a written resolution and matters to be voted and the related background materials shall be served on all directors at least three days before voting. | Article 126 Voting at Board meetings shall be conducted by open ballot or by a show of hands.

Board meetings may be held by a meeting on-site, by a communications conference or by a combination of both.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 159 Directors shall attend the meetings of the Board in person. Where a director is unable to attend a meeting for any reason, he/she may, by a written power of attorney, appoint another director to attend the meeting on his/her behalf. The power of attorney shall set out the name of the attorney, issues under authorization, scope of authorization and valid period, which will be signed or sealed with the chop by the appointing director. A Director appointed as a representative of another director to attend the meeting shall exercise the rights of a director within the scope of authority conferred by the appointing director. Where a director is unable to attend a meeting of the Board and has not appointed a representative to attend the meeting on his behalf, he shall be deemed to have waived his right to vote at the meeting.	Article 127 Directors shall attend the meetings of the Board in person. Where a director is unable to attend a meeting for any reason, he/she may, by a written power of attorney, appoint another director to attend the meeting on his/her behalf. The power of attorney shall set out the name of the attorney, issues under authorization, scope of authorization and valid period, which will be signed or sealed with the chop by the appointing director. A Director appointed as a representative of another director to attend the meeting shall exercise the rights of a director within the scope of authority conferred by the appointing director. Where a director is unable to attend a meeting of the Board and has not appointed a representative to attend the meeting on his behalf, he shall be deemed to have waived his right to vote at the meeting.
Article 160 The Board shall keep minutes of resolutions passed at the Board meetings. The minutes shall be signed by the directors present, the secretary-to-the-Board and by the recorder at the meeting.
If a resolution of the Board violates the laws, administrative regulations or the Articles of Association and the Company suffers serious losses as a result thereof, the directors who participated in the passing of such resolution are liable to compensate the Company therefor. However, if it can be proven that a director expressly objected to the resolution when the resolution was voted on, and that such objection was recorded in the minutes of the meeting, such director may be released from such liability.
Minutes of the Board meeting shall be kept as the Company’s record for a period of no less than 10 years.	Article 128 The Board shall keep minutes of resolutions passed at the Board meetings. The minutes shall be signed by the directors attending the meeting.
Minutes of the Board meeting shall be kept as the Company’s record for a period of no less than 10 years.
Article 161 The minutes of a Board meeting shall include the following contents:
(I) date and place of the meeting and name of the convener;
(II) names of the directors attending the meeting and names of the directors (proxies) appointed by others to attend the board meeting;
(III) agenda of the meeting;
(IV) main points of directors’ speeches;
(V) method and results of the voting for each proposal (the voting result should specify the number of votes for and against the proposal or abstention).	Article 129 The minutes of a Board meeting shall include the following contents:
(I) date and place of the meeting and name of the convener;
(II) names of the directors attending the meeting and names of the directors (proxies) appointed by others to attend the Board meeting;
(III) agenda of the meeting;
(IV) main points of directors’ speeches;
(V) method and results of the voting for each proposal (the voting result should specify the number of votes for and against the proposal or abstention).

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
-	Section 3 Independent Directors
-	Article 130 The independent directors shall conscientiously perform their duties in accordance with the laws, administrative regulations, the regulations of the CSRC, stock exchanges and the Articles of Association, play the roles of participating in the decision-making, supervising, checking and balancing, and professional consulting in the Board, safeguard the interests of the Company as a whole, and protect the legitimate rights and interests of minority shareholders.
-	Article 131 Independent directors shall maintain their independence and the following persons shall not act as an independent director:

(I) persons working for the Company or its affiliates and their spouses, parents, children, and major social relations;

(II) any natural person shareholder who directly or indirectly holds more than 1% of the issued shares of the Company or is among the top ten shareholders of the Company and their spouses, parents and children;

(III) any person who works for a shareholder who directly or indirectly holds more than 5% of the issued shares of the Company or who works for the top five shareholders of the Company and their spouses, parents and children;

(IV) any person who works for affiliates of the Company's controlling shareholders (as defined under the Hong Kong Listing Rules) and de facto controller and their spouses, parents and children;

(V) any person who has significant business dealings with the Company and its controlling shareholder, de facto controller or their respective affiliates, or holds a position in an entity or controlling shareholder or de facto controller of the entity with which significant business dealings are conducted, or has a material interest in any principal business activity of or is involved in any material business dealings with the Company, its holding company or their respective subsidiaries or with any core related (connected) persons (as defined under the Hong Kong Listing Rules) of the Company;

(VI) any person who provides financial, legal, advisory and sponsorship services to the Company and its controlling shareholder, de facto controller or their respective affiliates, including but not limited to all members of the project team of the intermediary providing the services, reviewers at all levels, persons signing the reports, partners, directors, senior management and primary responsible persons;

(VII) any person who falls into items (I) to (VI) in the latest twelve months;

(VIII) any person who is on the Board specifically to protect the interests of an entity whose interests are not the same as those of the shareholders as a whole; |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
	(IX) any person who has received an interest in any securities of the Company as a gift, or by means of other financial assistance, from the Company or its core related (connected) person;

(X) any person who is or has been an executive, director (other than an independent non-executive director), partner or principal of the Company, its holding company, or their respective subsidiaries or core related (connected) persons of the Company, or a director, partner, principal or employee of a professional adviser providing services to the above-mentioned company, or to any person who was a controlling shareholder of the Company or, where there was no controlling shareholder, any person who was the chief executive or a director (other than an independent non-executive director) of the Company, or any of their close associates, within two years prior to his or her appointment. Nevertheless, with no violation of item (II), the independence of such person shall not be questioned if he receives shares or interests in securities from the Company or its subsidiaries (but not from core related (connected) persons) as part of his director's fees or pursuant to a share scheme established in accordance with Chapter 17 of the Hong Kong Listing Rules;

(XI) any person who is or was connected (as defined under the Hong Kong Listing Rules) with a director, the chief executive or a substantial shareholder (as defined under the Hong Kong Listing Rules) of the Company within two years prior to his or her appointment;

(XII) any person who is financially dependent on the Company, its holding company or any of their respective subsidiaries or core related (connected) persons of the Company;

(XIII) other person who is not independent as stipulated by laws, administrative regulations, the requirements of the CSRC, the regulatory rules of the stock exchange in the place where the shares of the Company are listed and the Articles of Association.

The “affiliates” of the Company’s controlling shareholders and de facto controller as described in the preceding paragraphs shall not include the enterprises that are under common control of a state-owned asset management institution and do not constitute related relationship with the Company in accordance with relevant requirements.

Independent directors shall conduct an annual self-review of their independence and report the review results to the Board. The Board shall assess and give special opinions on the independence of the incumbent independent directors on an annual basis, and disclose the same in the annual report. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
-	Article 132 An independent director shall meet the following conditions:

(I) being qualified to act as a director of a listed company in accordance with the laws, administrative regulations and other relevant provisions;

(II) meeting the independence requirements stipulated under the Hong Kong Listing Rules and the Articles of Association;

(III) having the basic knowledge of the operation of listed companies and being familiar with relevant laws, regulations and rules;

(IV) having at least five years of legal, accounting or economic work experience necessary to fulfil the duties of an independent director;

(V) having good personal integrity with no adverse records such as major breach of trust;

(VI) other conditions as stipulated by laws, administrative regulations, CSRC regulations, rules of the stock exchange in the place where the shares of the Company are listed and the Articles of Association. |
| - | Article 133 As a member of the Board, an independent director owes the Company and all the shareholders loyalty and diligent duties, and shall be prudent in performing the following duties:

(I) participating in the decision-making of the Board and expressing clear opinions on matters discussed;

(II) overseeing the matters of potential material conflicts of interest between the Company and its controlling shareholders, de facto controllers, directors and senior management, so as to protect the legitimate interests of minority shareholders;

(III) providing professional and objective advice on the operation and development of the Company and promoting the decision-making level of the Board;

(IV) other duties as stipulated by laws, administrative regulations, CSRC regulations, securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
-	Article 134 The independent directors shall exercise the following special functions and powers:

(I) to independently engage intermediaries to audit, consult or verify specific matters of the Company;

(II) to propose to the Board the convening of an extraordinary shareholders’ meeting;

(III) to propose the convening of a Board meeting;

(IV) to openly solicit shareholders’ rights from shareholders in accordance with the law;

(V) to express independent opinions on matters that may jeopardize the rights and interests of the Company or minority shareholders;

(VI) other functions and powers as stipulated by laws, administrative regulations, CSRC regulations, securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association.

Where an independent director exercises the functions and powers listed in items (I) to (III) of the preceding paragraph, the exercise of which shall be approved by a majority of all independent directors.

The Company shall disclose in a timely manner any exercise of the functions and powers listed in (I) by independent directors. If the above functions and powers cannot be exercised normally, the Company shall disclose the specific circumstances and reasons thereof. |
| - | Article 135 The following matters shall be submitted to the Board for consideration after being approved by a majority of all independent directors of the Company:

(I) related transactions that shall be disclosed;

(II) plans for the Company and related parties to change or waive commitments;

(III) decisions made and measures taken by the Board of Directors of the acquired listed company in response to the acquisition;

(IV) other matters as stipulated by laws, administrative regulations, CSRC regulations, securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
-	Article 136 The Company shall establish a mechanism for special meeting attended solely by independent directors. Matters such as related party (connected) transactions to be considered by the Board shall be approved in advance by a special meeting of the independent directors.

The Company shall convene special meetings of the independent directors on a regular or ad hoc basis. Matters specified in items (I) to (III) of Article 134 and Article 135 of the Articles of Association shall be considered by a special meeting of the independent directors.

The special meetings of the independent directors may study and discuss other matters of the Company as needed.

The special meetings of the independent directors shall be convened and presided over by an independent director jointly elected by a majority of the independent directors; where the convenor fails or is unable to perform his/her duties, two or more independent directors may convene and elect a representative to preside over the meeting on their own.

Minutes of meetings of the special meetings of the independent directors shall be prepared in accordance with the regulations, and the opinions of the independent directors shall be set out in the minutes. The independent directors shall sign and confirm the minutes.

The Company shall facilitate and support the convening of the special meetings of the independent directors. |
| Section 3 Special Committees of the Board | Section 4 Special Committees of the Board |
| - | Article 137 The Board of the Company shall establish an audit committee to exercise the functions and powers of the supervisory committee as stipulated in the Company Law. |
| - | Article 138 The audit committee shall consist of three members, all of whom shall be non-executive directors not holding senior management positions in the Company, and 2 of whom shall be independent directors. The committee shall be convened by an independent director possessing accounting profession skills. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
-	Article 139 The audit committee shall be responsible for reviewing the Company's financial information and its disclosure, supervising and evaluating internal and external audit work, as well as internal control. The following matters shall be submitted to the Board for consideration upon approval by more than half of the members of the audit committee:
(I) disclosure of financial information contained in financial accounting reports and periodic reports, and internal control evaluation report;
(II) appointment or dismissal of the accounting firm responsible for the Company's audit work;
(III) appointment or dismissal of the officer in charge of financial affairs of the Company;
(IV) changes in accounting policies and accounting estimates or correction of material accounting errors for reasons other than changes in accounting standards;
(V) other matters as prescribed by laws, administrative regulations, the CSRC, the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association.
-	Article 140 The audit committee shall convene at least one meeting every quarter.
An extraordinary meeting may be convened when it is proposed by two or more members, or when it is deemed necessary by the convener. Meetings of the audit committee shall be held only if more than two-thirds of the members are present.
The audit committee shall pass a resolution upon the approval of more than half of its members.
The voting on the resolutions of the audit committee shall be one person, one vote.
Minutes shall be prepared for the resolutions of the audit committee as required and shall be signed by the members of the audit committee present at the meetings.
The Board shall be responsible for establishing the rules of procedure for the audit committee.

IV-84 -

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 162 The Board of the Company has established the strategy committee, the audit committee, the nomination committee and the remuneration and appraisal committee, which are all comprised of directors. In particular, the majority of the members of the audit committee, the nomination committee, the remuneration and appraisal committee are independent directors, the conveners of the audit committee, the remuneration and appraisal committee and the convener of the nomination committee shall be held by an independent director. All members of the audit committee shall be non-executive directors or independent directors, who are not senior management of the Company, at least one of whom shall be an independent director who possesses appropriate professional qualifications provided in the Hong Kong Listing Rules or possesses appropriate accounting or relevant financial management expertise. The convener shall be accounting professional. Chairman of each of the special committees shall be appointed and dismissed by the Board.

Article 141 The Board of the Company has established the strategy committee, the audit committee, the nomination committee and the remuneration and appraisal committee, all of which shall perform their duties in accordance with the Articles of Association and the authorization of the Board. Proposals of special committees shall be submitted to the Board for consideration and decision. The working procedures of the special committees shall be formulated by the Board.

Each committees are all comprised of directors. In particular, the majority of the members of the audit committee, the nomination committee, the remuneration and appraisal committee are independent directors, the conveners of the audit committee, the remuneration and appraisal committee and the convener of the nomination committee shall be held by an independent director. All members of the audit committee shall be non-executive directors or independent directors, who are not senior management of the Company, at least one of whom shall be an independent director who possesses appropriate professional qualifications provided in the Hong Kong Listing Rules or possesses appropriate accounting or relevant financial management expertise. The convener shall be accounting professional. Chairman of each of the special committees shall be appointed and dismissed by the Board. |
| - | Article 142 The nomination committee is responsible for formulating the criteria and procedures for the selection of directors and senior management, selecting and reviewing the candidates for directors and senior management and their qualifications for appointment, and making recommendations to the Board on the following matters:

(I) nomination, appointment or removal of directors;

(II) appointment or dismissal of senior management;

(III) other matters as stipulated by laws, administrative regulations, the CSRC, the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association.

If the Board does not adopt or does not fully adopt the recommendations of the nomination committee, it shall record the opinion of the nomination committee and the specific reasons for its non-adoption in a resolution of the Board and disclose the same. |

– IV-85 –

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 143 The remuneration and appraisal committee is responsible for setting appraisal standards for directors and senior management and conducting appraisals, formulating and reviewing the remuneration decision mechanisms, decision-making processes, payment and cessation of payment recovery arrangements, and other remuneration policies and programs for directors and senior management, and making recommendations to the Board on the following matters:

(I) remuneration of directors and senior management;

(II) formulation or change of the share incentive plan, employee stock ownership plan, granting of incentives to scheme participants, and fulfilment of the conditions for exercising the rights;

(III) arrangement of stock ownership plans by directors and senior management in the subsidiaries to be spun off;

(IV) other matters as stipulated by laws, administrative regulations, the CSRC, the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association.

If the Board does not adopt or does not fully adopt the recommendations of the remuneration and appraisal committee, it shall record the opinion of the remuneration and appraisal committee and the specific reasons for its non-adoption in a resolution of the Board and disclose the same. |
| Article 163 The Board is responsible for formulating the rules of procedure of the special committees and stipulating the composition, functions and procedures of the special committees. | - |
| Article 164 These special committees are ad hoc committees under the Board which provide advice or advisory opinions to the Board on material decisions. The special committees shall not make any decision in the name of the Board. However, the committees may exercise decision-making power in respect of the authorized matters in accordance with a special power given by the Board. | - |
| Article 165 Each of special committees can engage intermediate organization to provide professional advises according to the actual requirement with the cost borne by the Company.

Each of special committees is accountable to and reports its work to the Board. | - |

– IV-86 –

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PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
CHAPTER 6 GENERAL MANAGER AND OTHER SENIOR MANAGEMENT	CHAPTER 6 SENIOR MANAGEMENT
Article 166 The Company shall have 1 general manager, 1 president, 1 chief medical officer, 1 chief financial officer, and 1 secretary to the Board, who shall be appointed and dismissed by the Board.	Article 144 The Company shall have 1 general manager, 1 chief financial officer, and 1 secretary to the Board, who shall be appointed and dismissed by the Board.
Article 167 The general manager of the Company, in exercising his functions and powers, shall act honestly and diligently in accordance with the laws, administrative regulations and the Articles of Association.	Article 145 The provisions of the Articles of Association concerning the circumstances where a person shall not serve as a director and the management system for resignations shall also apply to senior management.
The provisions in the Articles of Association regarding the duties of loyalty and diligence of the directors shall also apply to the senior management.
Article 168 Any person holding any executive position working in the controlling shareholder and de facto controller of the Company other than as a director shall not serve as senior management of the Company.	Article 146 Any person holding any administrative position working in the controlling shareholder of the Company other than as a director and supervisor shall not serve as senior management of the Company.
The senior management members of the Company shall receive remuneration from the Company only, and the controlling shareholder shall not pay any remuneration to them on behalf of the Company.
Article 169 The term of office of the general manager shall be 3 years, renewable upon reappointment at expiry of one term.	Article 147 The term of office of the general manager shall be 3 years and renewable upon re-appointment of the general manager.
Article 170 The general manager, who reports to the Board, may exercise his/her functions and powers:
(I) to manage the production, operation and administration of the Company, arrange for the implementation of the resolutions of the Board, and report to the Board;
(II) to arrange for the implementation of the Company’s annual operation plans and investment proposals;
(III) to formulate proposals for the establishment of the Company’s internal management organs;
(IV) to formulate the fundamental management system of the Company;
(V) to formulate the specific rules and regulations of the Company;
(VI) to recommend the appointment or dismissal of any president, chief medical officer and chief financial officer of the Company by the Board;	Article 148 The general manager, who reports to the Board, may exercise his/her functions and powers:
(I) to manage the production, operation and administration of the Company, arrange for the implementation of the resolutions of the Board, and report to the Board;
(II) to arrange for the implementation of the Company’s annual operation plans and investment proposals;
(III) to formulate proposals for the establishment of the Company’s internal management organs;
(IV) to formulate the fundamental management system of the Company;
(V) to formulate the specific rules and regulations of the Company;
(VI) to recommend the appointment or dismissal of chief financial officer of the Company by the Board;

– IV-87 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(VII) to appoint or dismiss management personnel (other than those required to be appointed or dismissed by the Board);

(VIII) to exercise any other functions and powers conferred by the Articles of Association or the Board.

The general manager shall be present at meetings of the Board. However, the general manager shall have no voting rights at meetings of the Board unless he/she concurrently serves as a director. |
| Article 171 The general manager shall formulate working rules of the general manager, and shall be implemented after being approved by the Board. | Article 149 The general manager shall formulate working rules of the general manager, and shall be implemented after being approved by the Board. |
| Article 172 The working rules of the general manager shall include:

(I) the conditions, procedure and participants of the general manager’s meeting;

(II) specific responsibilities and work allocation of the general manager and other senior management;

(III) use of funds and assets of the Company, scope of authorization to enter into material contracts and reporting policies regarding the Board and the supervisory committee;

(IV) other matters which the Board deems necessary. | Article 150 The working rules of the general manager shall include:

(I) the conditions, procedure and participants of the general manager’s meeting;

(II) specific responsibilities and work allocation of the general manager and other senior management;

(III) use of funds and assets of the Company, scope of authorization to enter into material contracts and reporting policies regarding the Board;

(IV) other matters which the Board deems necessary. |
| Article 173 The general manager and other senior management may resign before expiry of his term of office. The specific procedures and methods for such resignation shall be specified in the employment contract concluded by such personnel and the Company. | Article 151 The general manager may resign before expiry of his term of office. The specific procedures and methods for such resignation shall be specified in the employment contract concluded by the general manager and the Company. |
| Article 174 The president shall be nominated by the general manager, and shall be appointed or dismissed by the Board. The president shall provide assistance to the work of the general manager. The functions and powers of the president shall be specified in the working rules of the general manager.

Chief medical officer and chief financial officer shall be nominated by the general manager, and shall be appointed or dismissed by the Board. | Article 152 The chief financial officer shall be nominated by the general manager and appointed and dismissed by the Board. |

– IV-88 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 175 The Company shall have a secretary to the Board, who shall be held by a natural person with requisite professional knowledge and experience and shall be appointed by the Board. The major duties of the secretary to the Board are:

(I) to ensure that the Company has complete organization documents and records;

(II) to ensure that the Company legally prepares and submits reports and documents as required by relevant competent authorities;

(III) to ensure that register of members of the Company is established appropriately, maintain the registers of the shareholders, directors and senior management and the documents and minutes of the general meeting, board meetings and meetings of special committees under the Board, and ensure that persons who are entitled to obtain the Company's records and documents can timely obtain the relevant records and documents;

(IV) to be responsible for matters pertaining to information disclosure of the Company, and ensure the timeliness, accuracy, lawfulness, authenticity and completeness of the Company's information disclosure;

(V) such other duties specified by the rules of the stock exchange in the place where the shares of the Company are listed. | Article 153 The Company shall have a secretary to the Board. The secretary to the Board is responsible for the preparation and documentation of shareholders' meetings and board meetings of the Company, as well as the management of shareholders' information of the Company, information disclosure matters and other matters.

The secretary to the Board shall abide by the relevant provisions of the laws, administrative regulations, department rules, and the Articles of Association. |
| Article 176 A director or other senior management of the Company may also act as the secretary to the Board of the Company. Accountants of the accounting firm appointed by the Company shall not act as the secretary to the Board.

Where the office of secretary to the Board of the Company is held concurrently by a director, and an act is required to be done by a director and the secretary to the Board of the Company separately, the person who holds the office of director and secretary to the Board of the Company may not perform the act in a dual capacity. | - |

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PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 177 If the senior management violates laws, administrative regulations, department rules or the Articles of Association when performing his duties in the Company, he/she shall indemnify the Company against losses incurred due to such violation.	Article 154 If the senior management causes damages to others in performing duties for the Company, the Company shall be liable for compensation; and if such damages are out of the intent or gross negligence of the senior management, he/she shall also be liable for compensation.

If the senior management violates laws, administrative regulations, department rules, the securities regulatory rules of the place where the shares of the Company are listed or the Articles of Association when performing his duties in the Company, he/she shall indemnify the Company against losses incurred due to such violation. |
| - | Article 155 The senior management of the Company shall perform duties faithfully and safeguard the best interests of the Company and all shareholders.

Where any member of the senior management of the Company fails to perform duties faithfully or violate his/her fiduciary duties resulting in any loss to the interests of the Company and the general public shareholders, such member shall be liable for compensation in accordance with the law. |
| CHAPTER 7 SUPERVISORY COMMITTEE | - |
| Section 1 Supervisors | - |
| Article 178 The directors, general manager and other senior management may not concurrently take the position of supervisors. | - |
| Article 179 The supervisors shall observe laws, administrative regulations and the Articles of Association. They shall assume the duties of loyalty and due diligence to the Company, faithfully perform their supervisory duties and shall not accept any bribery or other illegal income by using his powers and position, or seize the assets of the Company in any manner. | - |
| Article 180 Each term of office of a supervisor is three years and he/she may serve consecutive terms if re-elected upon expiry. | - |
| Article 181 A supervisor shall continue to perform his/her duties as a supervisor in accordance with the laws, administrative regulations and the Articles of Association until a duly re-elected supervisor takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term of office or if the resignation of the supervisor results in the number of supervisors being less than the quorum. | - |
| Article 182 Supervisors may attend meetings of the Board and make enquiries or proposals in respect of the resolutions of such meetings. | - |

– IV-90 –

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 183-A supervisor shall not take advantage of his connection (association) with the Company to harm interests of the Company and shall indemnify the Company against losses caused thereby.	-
Article 184 If a supervisor violates laws, administrative regulations, department rules or the Articles of Association when performing his duties in the Company, he/she shall indemnify the Company against losses incurred due to such violation.	-
Section 2 Supervisory Committee	-
Article 185 The Company shall have a supervisory committee. The supervisory committee comprises three supervisors. It shall have one chairman. The election or removal of the chairman of the supervisory committee shall be determined by two-thirds or more of the members of the supervisory committee. The chairman of the supervisory committee shall convene and preside over supervisory committee meetings. Where the chairman of the supervisory committee is incapable of performing, or is not performing his/her duties, a supervisor nominated by more than half of the supervisors shall convene and preside over supervisory committee meetings.

The supervisory committee shall include shareholder representative supervisors and a proper proportion of employee representative supervisors. The proportion of employee representative supervisors in the supervisory committee shall be no less than one-third of the supervisors appointed. The employee representatives of the supervisory committee shall be elected at the employee representatives' meeting, employee meeting or otherwise democratically. | - |
| Article 186 The supervisory committee shall exercise the following functions and powers:

(I) To check the financial condition of the Company and review the periodic reports of the Company prepared by the Board and express its written opinion;

(II) To monitor the performance of duties in the Company by directors and senior management and propose dismissal of directors and senior management who have violated laws, administrative regulations, the Articles of Association or the resolutions of general meetings;

(III) To require directors and the senior management to make corrections if their conduct has damaged the interests of the Company; | - |

IV-91 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(IV) To propose the convening of extraordinary general meetings and, in case the Board does not perform the obligations to convene and preside over the general meetings in accordance with Company Law, to convene and preside over the general meetings;
(V) To propose proposals to the general meetings;
(VI) To initiate legal proceedings against directors and the senior management in accordance with laws;
(VII) To conduct investigation if there is any doubt or any unusual circumstances in the Company's operations; and if necessary, to engage an accounting firm, law firm or other professional institutions to assist in their work at the expenses of the Company;
(VIII) To verify the financial information such as the financial report, business report and plans for distribution of profits to be submitted by the Board to the general meetings and, should any queries arise, to authorize, in the name of the Company, a re-examination by the certified public accountants and practising auditors of the Company for the time being;
(IX) Other functions and powers specified in the Articles of Association.
Article 187 All reasonable expenses incurred in respect of the employment of professionals such as lawyers, certified public accountants or practicing auditors as are required by the supervisory committee in exercising its functions and powers shall be borne by the Company.	-
Article 188 The method for discussions of the supervisory committee shall be supervisory committee meetings. As for the voting on a resolution of the supervisory committee, each supervisor shall have one vote. The voting can be conducted by open ballot in writing or otherwise. There are two types of supervisory committee meeting: regular supervisory committee meeting and extraordinary supervisory committee meeting. The supervisory committee shall hold one regular meeting every six months. A supervisor may propose to convene an extraordinary supervisory committee meeting.	-
Article 189 The notice convening a regular meeting or an extraordinary general meeting of the supervisory committee shall be served to all supervisor ten days and three days in advance respectively.	-

IV-92 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 190 Notice of the supervisory committee meeting shall at least include:
(i) the date, place and duration of the meeting;
(ii) particulars of a matter and the matters to be discussed;
(iii) the date on which the notice is given.	-
Article 191 Supervisory committee meetings may be held by a meeting on-site, or by a communications conference or by a combination of both.

For the convenience of supervisor attending a supervisory committee meeting,—supervisory—committee—meetings—convened—by—a communications conference may be held by means of telephone, video, written—resolution—or—other—real-time—means—of—communication. Supervisor who participated in a supervisory committee meeting by the aforementioned means shall be deemed to have attended such meeting.

If a supervisory committee meeting is convened by means of telephone, video or other real-time means of communication, the Company shall ensure that speeches by other supervisors can be heard clearly by supervisors present at the meeting participating in the meeting and they can communicate with each other. Supervisory committee meetings convened by such means shall be audio-recorded or videotaped. If supervisors are unable to sign resolutions at such meetings, a voice vote shall be used and the signing of resolutions shall be performed as soon as possible. The effectiveness of the voice vote by the supervisors shall have equal effect with signed resolutions provided that the subsequent resolution signed is consistent with the voice vote made at the meeting. If there is any inconsistency between the voice vote and the signed resolution, the voice vote shall prevail.

If a supervisory committee meeting is convened by means of circulation of a written resolution, namely by serving the resolutions for review individually or by circulating the resolutions among the supervisors for review, the supervisors or other supervisors appointed by them shall express their opinions for, against or abstain on the resolution or on the ballot paper clearly in writing. Once the number of supervisors who sign in favor reaches the quorum for a resolution as required by the Articles, the proposal shall take effect. The Company shall provide explanations if a supervisory committee meeting is convened by means of circulation of a written—resolution—and matters—to be voted—and the related background materials shall be served on all supervisors at least three days before voting.

A resolution of the supervisory committee must be approved by two-thirds or more of the supervisors. | - |

IV-93 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 192 The supervisory committee shall formulate procedural rules to be followed at meetings of the supervisory committee, specify the method for discussions and the voting procedures of the supervisory committee, so as to ensure the working efficiency and scientific decision making of the supervisory committee.	-
Article 193 The supervisory committee shall record decision on matters discussed in the minutes for the meeting. Supervisors and the recorder who attended the meeting shall sign on the minutes for the meeting.
A supervisor is entitled to request for some descriptive record to be made with regard to his/her speech in the meeting. The minutes of the supervisory committee meeting shall be kept for at least ten years as document of the Company.	-
CHAPTER 8 QUALIFICATIONS AND OBLIGATIONS OF THE COMPANY'S—DIRECTORS,—SUPERVISORS,—GENERAL MANAGER AND OTHER SENIOR MANAGEMENT	-
Article 194 A person may not serve as a director, supervisor, general manager or other senior management of the Company if any of the following circumstances applies:
(I) a person without legal or with restricted legal capacity;
(II) a person who has been found guilty of sentenced for corruption, bribery, infringement of property, misappropriation of property or sabotaging the social economic order where less than a term of five years have elapsed since the sentence was served; or a person who has been deprived of his political rights, in each case where less than five years have elapsed since the sentence was served;
(III) a person who is a former director, factory manager or general manager of a company or enterprise which has been entered into insolvent liquidation because of mismanagement and he/she is personally liable for the insolvency of such company or enterprise, where less than three years have elapsed since the date of the completion of the insolvency and liquidation of the company or enterprise;
(IV) a person who is a former legal representative of a company or enterprise which had its business licence revoked due to a violation of the law and who incurred personal liability, where less than three years has elapsed since the date of the revocation of the business licence;	-

IV-94 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(V) a person who has a relatively large amount of debts due and outstanding;
(VI) a person who is under criminal investigation by judicial organization for the violation of the criminal law which is not yet concluded;
(VII) a person who is not eligible to act as a leader of an enterprise according to laws and administrative regulations;
(VIII) a non-natural person;
(IX) currently being barred by the China Securities Regulatory Commission from participating in the securities market;
(X) a person convicted of the contravention of provisions of relevant securities regulations by a relevant competent authority, and such conviction involves a finding that he has acted fraudulently or dishonestly, where less than five (5) years has elapsed since the date of the conviction;
(XI) other circumstances as required under laws, administrative regulations, departmental rules, regulatory documents, regulations of relevant regulatory authorities.
Where the Company elects, appoints or employs a director, a supervisor, the general manager and other senior management to which any of the above circumstances applies, such election, appointment or employment shall be null and void. A director, a supervisor, the general manager and other senior management to which any of the above circumstances applies during his/her term of office shall be released of his/her duties by the Company.
Article 195 The validity of an act of a director, general manager and other senior management on behalf of the Company is not, as against a bona fide third party, affected by any irregularity in his office, election or any defect in his qualification.	-

IV-95 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article-196-In-addition-to-obligations-imposed-by-laws,-administrative regulations-or-the-listing-rules-of-the-stock-exchanges-on-which-shares are-listed,-each-of-the-directors,supervisors,general-manager-and-other senior-management-owes-a-duty-to-each-shareholder-in-the-exercise-of the-functions-and-powers-of-the-Company-entrusted-to-him/her:	-
(I) not to cause the Company to exceed the scope-of-business-laid-down in-its-business-licence;
(II) to-act-honestly-in-the-best-interest-of-the-Company;
(III) not-to-exportate-in-any-way-the-Company's-property,including (without-limitation)-usurpation-of-opportunities-advantageous-to-the Company;
(IV) not-to-exportate-the-individual-rights-of-shareholders,including (without-limitation)-rights-to-distribution-and-voting-rights,-save pursuant-to-the-corporate-restructuring-submitted-to-the-general meetings-for-approval-in-accordance-with-the-Articles-of-Association:
Article-197-Each-of-the-directors,supervisors,general-manager-and other-senior-management-of-the-Company-owes-a-duty,-in-the-exercise of-his-powers-and-discharge-of-his-duties,-to-exercise-the-care,-diligence and-skill that a reasonably prudent-person would exercise in-comparable circumstances:	-
Article-198-Each-of-the-directors,supervisors,general-manager-and other-senior-management-of-the-Company-shall-carry-on-his-duties-in accordance-with-the-principle-of-fiduciary-and-shall-not-put-himself-in a-position-where-his-duty-and-his-interest-may-conflict.-This-principle includes (without-limitation) the-discharge of the following-obligations:	-
(I) To-act-honestly-in-the-best-interests-of-the-Company;
(II) To exercise powers within the scope of his powers and not to exceed those-powers;
(III) 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-laws,-administrative-regulations-or-with-the-informed consent-of-shareholders-given-in-general-meeting,-not-to-delegate the exercise-of-his-discretion;

IV-96 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(IV) To treat shareholders of the same class equally and to treat shareholders of different classes fairly;
(V) Except in accordance with the Articles of Association or with the informed consent of shareholders given in general meeting, not to enter into any contract, transaction or arrangement with the Company;
(VI) Without the informed consent of shareholders given in general meeting, not to use the Company's property for his own benefit;
(VII) Not to abuse his position to accept bribes or other illegal income or expropriate the Company's property by any means, including (without limitation) opportunities advantageous to the Company;
(VIII) Without the informed consent of shareholders given in general meeting, not to accept commissions in connection with the Company's transactions;
(IX) To abide by the Articles of Association, faithfully execute his official duties and protect the Company's interests, and not to exploit his position and power in the Company to advance his own private interests;
(X) Not to compete with the Company in any form unless with the informed consent of shareholders given in general meeting;
(XI) Not to misappropriate the Company's funds or lend such funds to others, not to open accounts in his own name or other names for the deposit of the Company's assets and not to provide a guarantee for debts of a shareholder of the Company or other individual(s) with the Company's assets;
(XII) Unless otherwise permitted by informed consent of shareholders given in general meeting, to keep in confidence information acquired by him in the course of and during his tenure and not to use the information other than in furtherance of the interests of the Company, save that disclosure of such information to the court or other governmental authorities is permitted if:
1. Disclosure is made under compulsion of law;
2. The interests of the public require disclosure;
3. The interests of the relevant director, supervisor, general manager and other senior management require disclosure.

IV-97 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 199 Each director, supervisor, general manager and other senior management of the Company shall not cause the following persons or institutions (the “associates”) to do what he is prohibited from doing:
(I) The spouse or minor child of a director, supervisor, general manager and other senior management of the Company;
(II) A person acting in the capacity of trustee of a director, supervisor, general manager and other senior management of the Company or any person referred to in (I) herein;
(III) A person acting in the capacity of partner of a director, supervisor, general manager and other senior management of the Company or any person referred to in (I) and (II) herein;
(IV) A company in which a director, supervisor, general manager and other senior management of the Company, alone or jointly with one or more persons referred to in (I), (II) and (III) herein and other directors, supervisors, general manager and other senior management of the Company have a de facto controlling interest;
(V) The directors, supervisors, general manager and other senior management of the controlled company referred to in the (IV) herein.
Article 200 The fiduciary duties of the directors, supervisors, general manager and other senior management of the Company do not necessarily cease with the termination of their terms of office. The duty of confidence in relation to trade secrets of the Company survives the termination of their terms of office. Other duties may continue for such period as fairness may require depending on the time lapse between the termination and the act concerned and the circumstances under which the relationships between them and the Company are terminated.
The liability of directors, supervisors, general manager and other senior management of the Company for breaching a given obligation may be waived by the general meeting which has knowledge of the circumstances, save for the circumstances specified in Article 58 of the Articles of Association.

IV-98 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 201-Where a director, supervisor, general manager and other senior management of the Company is in any way, directly or indirectly, materially interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company, (other than his contract of service with the Company), he shall declare the nature and extent of his interests to the Board at the earliest opportunity, whether or not such contract, transaction or arrangement therefor is otherwise subject to the approval of the Board.

Unless the interested director, supervisor, general manager and other senior management discloses his interests in accordance with the requirements of the preceding paragraph of this article and the contract, transaction or arrangement is approved by the Board at a meeting in which the interested director, supervisor, general manager and other senior management is not counted in the quorum and restrains from voting, such contract, transaction or arrangement is voidable at the instance of the Company except as against a bona fide party thereto acting without notice of the breach of duty by the interested director, supervisor, general manager and other senior management.

A director, supervisor, general manager and other senior management of the Company is deemed to be interested in a contract, transaction or arrangement in which an associate of him is interested. | - |
| Article 202-Where a director, supervisor, general manager and other senior management of the Company gives to the Board a general notice in writing stating that, by reason of the facts specified in the notice, he is interested in contracts, transactions or arrangements of any description which may subsequently be made by the Company, such notice shall be deemed for the purposes of the preceding paragraph in the Articles of Association to be a sufficient declaration of his interests, so far as the content stated in such notice is concerned, provided that such general notice shall have been given before the date on which the question of entering into the relevant contract, transaction or arrangement is first taken into consideration on behalf of the Company. | - |
| Article 203-The Company shall not pay taxes in any form for its directors, supervisors, general manager and other senior management. | - |

IV-99 -

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 204 The Company shall not directly or indirectly make a loan to, or provide any security in connection with the making of a loan to a director, supervisor, general manager or other senior management of the Company or of the Company’s parent company or any of their respective associates:

The following circumstances are not subject to such prohibition:

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

(ii) The provision by the Company of a loan or a guarantee in connection with the making of a loan or any other funds available to any of its directors, supervisors, general manager and other senior management to meet expenditure incurred or to be incurred by him for the purposes of the Company or for the purpose of enabling him to perform his duties properly, in accordance with a service contract approved by the shareholders in general meeting;

(iii) The Company may make a loan to or provide a guarantee in connection with the making of a loan to any of the relevant directors, supervisors, general manager and other senior management and their respective associates in the ordinary course of its business on normal commercial terms, provided that the ordinary course of business of the Company includes the lending of money or the giving of guarantees. | - |
| Article 205 A loan made by the Company in breach of the preceding paragraph shall be forthwith repayable by the recipient of the loan regardless of the terms of the loan. | - |
| Article 206 Any guarantee for a loan provided by the Company in breach of Paragraph 1 of Article 204 of the Articles of Association shall be unenforceable against the Company, unless:

(i) At the time the loan was made to an associate of any of the directors, supervisors, general manager and other senior management of the Company or of the Company’s parent company, the lender was not aware the relevant circumstances;

(ii) The security provided by the Company has been lawfully disposed of by the lender to a bona fide purchaser. | - |

– IV-100 –

APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 207 The guarantee as referred to in the preceding paragraph of this chapter includes the act of the guarantor to undertake the responsibility or provide property to ensure that the obligor fulfils the obligations.	-
Article 208 In addition to any rights and remedies provided by the laws and administrative regulations, where a director, supervisor, general manager and other senior management of the Company is in breach of his duties to the Company, the Company has a right:

(I) To demand such director, supervisor, general manager and other senior management to compensate it for losses sustained by the Company as a result of such breach;

(II) To rescind any contract or transaction which has been entered into between the Company and such director, supervisor, general manager and other senior management or between the Company and a third party (where such third party knows or should have known that such director, supervisor, general manager and other senior management representing the Company has breached his duties owed to the Company);

(III) To demand such director, supervisor, general manager and other senior management to account for profits made as a result of the breach of his duties;

(IV) To recover any monies which should have been received by the Company and which were received by such director, supervisor, general manager and other senior management instead, including (without limitation) commissions;

(V) To demand repayment of interest earned or which may have been earned by such director, supervisor, general manager and other senior management on monies that should have been paid to the Company. | - |
| Article 209 The Company shall enter into a contract in writing with each of the directors or supervisors wherein his emoluments are stipulated, subject to prior approval at a general meeting. The aforesaid emoluments include:

(I) Emoluments in respect of his service as a director, supervisor or a senior management of the Company;

(II) Emoluments in respect of his service as a director, supervisor or a senior management of any subsidiary of the Company; | - |

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THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(III) Emoluments in respect of the provision of other services in connection with the management of the affairs of the Company or any of its subsidiaries;

(IV) Payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office.

No proceedings may be brought by a director or supervisor against the Company for anything due to him in respect of matters mentioned above except pursuant to the aforesaid contract.

The Company shall disclose to shareholders the remuneration received by directors, supervisors and senior management from the Company on a regular basis. | |
| Article 210 The contracts concerning the emoluments between the Company and its directors or supervisors should provide that in the event that the Company is acquired, the directors and supervisors shall, subject to the prior approval of the general meeting, have the right to receive compensation or other payment in respect of his loss of office or retirement. For the purpose of the preceding paragraph, an acquisition of the Company means either:

(I) An offer made by any person to all the shareholders;

(II) An offer made by any person with a view to the offeror becoming a “controlling shareholder”. Controlling shareholder has the same definition as that in Article 60 of the Articles of Association.

If the relevant director or supervisor does not comply with this paragraph, any sum so received by him shall belong to those persons who have sold their shares as a result of such offer. The expenses incurred in distributing that sum pro rata amongst those persons shall be borne by the relevant director or supervisor and not paid out of that sum. | - |
| CHAPTER 9 FINANCIAL AND ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDIT | CHAPTER 7 FINANCIAL AND ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDIT |
| Section 1 Financial and Accounting System | Section 1 Financial and Accounting System |
| Article 211 The Company shall establish its financial and accounting system in accordance with the laws, administrative regulations and the requirement of relevant regulatory departments of the PRC. Any other requirements as required by the securities regulatory authority at the place where the shares of the Company are listed shall prevail. | Article 156 The Company shall establish its financial and accounting system in accordance with the laws, administrative regulations and the requirement of relevant regulatory departments of the PRC. Any other requirements as required by the securities regulatory authority at the place where the shares of the Company are listed shall prevail. |

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 212 At the end of each fiscal year, the Company shall prepare a financial report which shall be audited and verified according to law.	Article 157 At the end of each fiscal year, the Company shall prepare a financial report which shall be audited and verified according to law.
Article 213 The Board shall submit the financial reports required by relevant laws, regulations, rules and normative documents to be submitted to shareholders at each annual general meeting.

The financial report mentioned in the preceding paragraph shall include the directors’ report and the balance sheet (including all other documents to be attached in accordance with the requirements of the PRC laws, other laws, and administrative regulations), the profit and loss statement (the profit statement) or the statement of income and expense (the statement of cash flow) or (under the condition of no violation of the PRC laws) financial highlights approved by the Hong Kong Stock Exchange.

The Company’s financial reports shall be made available for shareholders’ inspection at the Company twenty days before the date of every annual general meeting. Each shareholder of the Company shall be entitled to obtain a copy of the financial reports referred to in this chapter.

Unless otherwise specified in the Articles of Association, the Company shall deliver or send to each shareholder of overseas listed shares by prepaid mail at the address registered in the register of shareholders the said reports, the report of directors, together with the balance sheet (including every document to be attached to the balance sheet as required by the law) and statement of profit or loss or the statement of income and expense not later than twenty-one days before the date of every annual general meeting. However, such documents may also be delivered to shareholders of overseas listed shares through the Company’s website, the website of the Hong Kong Stock Exchange and other websites as may be provided by the Hong Kong Listing Rules from time to time, provided that the laws, administrative regulations and requirements of the securities regulatory authority at the place where the shares of the Company are listed are observed. | Article 158 The Board shall submit the financial reports required by relevant laws, regulations, rules and normative documents to be submitted to shareholders at each annual shareholders’ meeting.

The Company’s financial reports shall be made available for shareholders’ inspection at the Company twenty days before the date of every annual shareholders’ meeting. Each shareholder of the Company shall be entitled to obtain a copy of the financial reports referred to the Articles of Association.

Unless otherwise specified in the Articles of Association, the Company shall send to each shareholder of overseas listed shares at the address registered in the register of shareholders the said reports, the report of directors not later than twenty-one days before the date of every annual shareholders’ meeting. However, such documents may also be delivered to shareholders of overseas listed shares through the Company’s website, the website of the Hong Kong Stock Exchange and other websites as may be provided by the Hong Kong Listing Rules from time to time, provided that the laws, administrative regulations and requirements of the securities regulatory authority at the place where the shares of the Company are listed are observed. |
| Article 214 The financial statements of the Company shall, in addition to being prepared in accordance with the PRC accounting standards and regulations, be prepared in accordance with either international amounting standards, or that of the overseas listing place. If there is any material difference between the financial statements prepared respectively in accordance with the two accounting standards, such difference shall be stated in an appendix to the financial statements. When the Company is to distribute its after-tax profits, the lower of the after-tax profits as shown in the two financial statements shall be adopted. | Article 159 The financial statements of the Company shall, in addition to being prepared in accordance with the PRC accounting standards and regulations, be prepared in accordance with either international amounting standards, or that of the overseas listing place. If there is any material difference between the financial statements prepared respectively in accordance with the two accounting standards, such difference shall be stated in an appendix to the financial statements. When the Company is to distribute its after-tax profits, the lower of the after-tax profits as shown in the two financial statements shall be adopted. |

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 215 Any interim results or financial information published or disclosed by the Company must also be prepared and presented in accordance with the PRC accounting standards and regulations, and also in accordance with either international accounting standards or that of the overseas listing place.	Article 160 Any interim results or financial information published or disclosed by the Company must also be prepared and presented in accordance with the PRC accounting standards and regulations, and also in accordance with either international accounting standards or that of the overseas listing place.
Article 216 The Company shall publish four financial reports every fiscal year, that is, the interim financial report shall be published within sixty days after the first 6-month period of each fiscal year and the annual financial report shall be published within 120 days after the expiration of each fiscal year, and the quarterly reports shall be disclosed within one month from the end of the first three months and nine months of each accounting year. The disclosure of the first quarterly report shall not be earlier than the disclosure of the previous year's annual report.	Article 161 The Company shall submit and disclose the annual report to the local branch of CSRC and the stock exchanges within four months after the end of each accounting year, and submit and disclose the interim report to the local branch of CSRC and the stock exchanges within two months after the end of the first half of each accounting year. The above annual reports and interim reports shall be prepared in accordance with relevant laws, administrative regulations and the provisions of CSRC and the stock exchanges.
Article 217 The Company shall not establish account books other than the statutory account books. The assets of the Company shall not be deposited in any personal account.	Article 162 The Company shall not establish account books other than the statutory account books. The capital of the Company shall not be deposited in any personal account.
Article 218 When the Company allocates the after-tax profits for the current year, it shall extract 10% of the profits into the Company's statutory reserve fund. Should the accumulated amount of the Company's statutory reserve fund be more than 50% of the Company's registered capital, no appropriation shall be made. In the event that the Company's statutory reserve fund is not sufficient to cover all the losses for the previous year, the profits for the current year shall be firstly used to cover the loss before making appropriation to the statutory reserve fund pursuant to the foregoing provisions. After the Company has made appropriation to the statutory reserve fund from the after-tax profits, optional reserve fund may also be extracted from the after-tax profits upon resolution at the general meeting. As for the remaining after-tax profits after the Company has covered loss and has extracted statutory reserve fund, shareholders shall be allocated pursuant to the ratio of the shareholding of the shareholders, except for those allocations not pursuant to the ratio of the shareholding as provided by the Articles of Association. Profits distributed to shareholders by a resolution of a general meeting before losses have been made good and allocations have been made to the statutory common reserve fund in violation of the requirements described above must be returned to the Company. The Company shall not be entitled to any distribution of profits in respect of shares held by it.	Article 163 When the Company allocates the after-tax profits for the current year, it shall extract 10% of the profits into the Company's statutory reserve fund. Should the accumulated amount of the Company's statutory reserve fund be more than 50% of the Company's registered capital, no appropriation shall be made. In the event that the Company's statutory reserve fund is not sufficient to cover all the losses for the previous year, the profits for the current year shall be firstly used to cover the loss before making appropriation to the statutory reserve fund pursuant to the foregoing provisions. After the Company has made appropriation to the statutory reserve fund from the after-tax profits, optional reserve fund may also be extracted from the after-tax profits upon resolution at the shareholders' meeting. As for the remaining after-tax profits after the Company has covered loss and has extracted statutory reserve fund, shareholders shall be allocated pursuant to the ratio of the shareholding of the shareholders, except for those allocations not pursuant to the ratio of the shareholding as provided by the Articles of Association. If the shareholders' meeting distributes profits to shareholders in violation of the Company Law, the shareholders shall return the profits distributed in violation of the regulations to the Company; if losses are caused to the Company, the shareholders and the responsible Directors and members of the senior management shall bear liability for compensation. The Company shall not be entitled to any distribution of profits in respect of shares held by it.

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PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
-	Article 164 The cash dividend policy objective of the Company is to distribute dividends in accordance with the conditions and requirements for cash dividend distribution as stipulated in the Articles of Association.

Profit distribution is not required when the Company has any of the following circumstances: the audit report for the latest year is a non-unqualified opinion or an unqualified opinion with a paragraph on significant uncertainty related to going concern, the asset-liability ratio is higher than 70%, and the net operating cash flow is negative or the Company deems that the distribution of profit is not appropriate under other circumstances. |
| Article 219 The common reserve fund of the Company shall be applied to make good the Company's losses, expand its business operations or increase its capital. The capital reserve fund, however, shall not be used to make good the Company's losses. Capital reserve fund includes the following items:

(I) Premium on shares issued at a premium price;

(II) Any other income designated for the capital reserve fund by the regulations of the finance regulatory department of the State Council.

Upon the transfer of the statutory common reserve fund into capital, the balance of the fund shall not be less than 25% of the registered capital of the Company before such transfer. | Article 165 The Company's reserve funds shall be used to make up the losses or expand the production operations, or be converted to increase the share capital of the Company.

In case reserve funds are used to make up the Company's losses, discretionary reserve funds and statutory reserve funds shall be prioritized. If the losses still cannot be made up, the capital reserve may be used in accordance with the provisions.

Upon the transfer of the statutory common reserve fund into increased registered capital, the balance of the fund shall not be less than 25% of the registered capital of the Company before such transfer. |
| Article 220 After the resolution on the profit distribution plans is made, the Board of the Company shall, within two months after the general meeting, complete the distribution of the dividend (or shares). | Article 166 After the resolution on the profit distribution plans is made by the shareholders' meeting of the Company or after the Board of the Company has formulated a specific plan based on the conditions and cap of the interim dividend for the next year considered and approved by the annual shareholders' meeting, the Board of the Company shall, within two months after the shareholders' meeting, complete the distribution of the dividend (or shares). |
| Article 221 Attaching great importance to reasonable investment returns to shareholders, the Company implements a continuous and stable profit distribution policy in consideration of the actual operations and long-term strategic development goals of the Company. | Article 167 Attaching great importance to reasonable investment returns to shareholders, the Company implements a continuous and stable profit distribution policy in consideration of the actual operations and long-term strategic development goals of the Company. |
| Article 222 The profits of the Company may be distributed in cash, by shares or a combination of cash and shares. If the conditions permit for cash dividends, the Company shall give priority to cash dividends for profit distribution. | Article 168 The profits of the Company may be distributed in cash, by shares or a combination of cash and shares. If the conditions permit for cash dividends, the Company shall give priority to cash dividends for profit distribution. |

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 223 The implementation of cash dividends by the Company shall meet the following conditions concurrently:

(I) The Company’s distributable profit (i.e. the Company’s after-tax profit after making up for losses and withdrawing provident funds) for the year is positive and the cash flow is sufficient, and the implementation of cash dividends will not affect the Company’s subsequent sustainable operation;

(II) The auditor issues a standard unqualified audit report on the Company’s financial report for the year;

(III) There is sufficient capital needed for normal production and operation of the Company, and no major investment plan or major cash expenditure occurs (except for the fund-raising projects). |
| Article 224 Subject to the foresaid conditions for cash dividends, the Board of Directors of the Company shall, by comprehensively considering factors such as the characteristics of the sector it belongs to, its development stage, its operating mode, its profitability, and whether it has any major expenditure arrangements, propose differential cash dividend distribution policies by the procedure stipulated in the bylaws of the Company in light of the following circumstances:

(I) If the Company is in a mature stage and has no major expenditure arrangements, the proportion of cash dividends shall account for at least 80% in its profit distribution;

(II) If the Company is in a mature stage and has major expenditure arrangements, the proportion of cash dividends shall account for at least 40% in its profit distribution; and

(III) If the Company is in a growth stage and has major expenditure arrangements, the proportion of cash dividends shall account for at least 20% in its profit distribution.

Where it is difficult to determine the development stage of the Company, the above-mentioned provisions may still apply as long as the Company has major expenditure arrangements. | Article 170 Subject to the foresaid conditions for cash dividends, the Board of Directors of the Company shall, by comprehensively considering factors such as the characteristics of the sector it belongs to, its development stage, its operating mode, its profitability, and whether it has any major expenditure arrangements, propose differential cash dividend distribution policies by the procedure stipulated in the bylaws of the Company in light of the following circumstances:

(I) If the Company is in a mature stage and has no major expenditure arrangements, the proportion of cash dividends shall account for at least 80% in its profit distribution;

(II) If the Company is in a mature stage and has major expenditure arrangements, the proportion of cash dividends shall account for at least 40% in its profit distribution; and

(III) If the Company is in a growth stage and has major expenditure arrangements, the proportion of cash dividends shall account for at least 20% in its profit distribution.

Where it is difficult to determine the development stage of the Company, the above-mentioned provisions may still apply as long as the Company has major expenditure arrangements. |

– IV-106 –

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
The profit distributed by the Company in cash each year shall in principle be at least 10% of the distributable profit realized in that year, or the profit cumulatively distributed in cash in the last three years shall be at least 30% of the average annual distributable profit realized in the last three years.

In determining the specific amount of profit to be distributed in cash, the Company shall fully consider the impact of future operating and investment activities and pay full attention to the social capital cost, bank credit and debt financing environment in order to ensure that the distribution plan is in the overall interest of all shareholders. | The profit distributed by the Company in cash each year shall in principle be at least 10% of the distributable profit realized in that year, or the profit cumulatively distributed in cash in the last three years shall be at least 30% of the average annual distributable profit realized in the last three years.

(I) The profit distribution plan of the Company shall be formulated by the Board of Directors with comprehensive consideration of the actual operation, future profitability, business development plan, cash flow, shareholders’ return, social capital cost and external financing environment, and other factors. The Board of Directors shall carefully study and demonstrate the timing, conditions and minimum ratio of the Company’s cash dividends, the conditions for adjustment and the requirements of its decision-making procedures when drawing up new profit distribution plan, subject to the approval by a majority of all directors;

(II) Before convening the meeting of Board of Directors for profit distribution, the independent directors shall put forward clear opinions on the profit distribution plan. If they agree with the profit distribution plan, it shall be approved by a majority of all independent directors; if they disagree with the profit distribution plan, the independent directors shall present the facts and reasons for their disagreement and request the Board of Directors to reformulate the profit distribution plan, and if necessary, they may request the convening of a general meeting. Independent directors may solicit the opinions of small and medium-sized shareholders to put forward dividend proposals and submit them directly to the Board of Directors for consideration;

(III) The supervisory committee shall give clear opinions on the profit distribution plan, and if it agrees with the profit distribution plan, it shall be approved by a majority of all supervisors and resolved to finalize the profit distribution plan; if it does not agree with the profit distribution plan, the supervisory committee shall present the facts and reasons for disagreement and recommend the Board of Directors to reformulate the profit distribution plan and, if necessary, request the convening of a general meeting; | Article 171 The Company adopts the following decision-making procedures and mechanism for profit distribution:

(II) Before convening the meeting of Board of Directors for profit distribution, the independent directors shall put forward clear opinions on the profit distribution plan. If they agree with the profit distribution plan, it shall be approved by a majority of all independent directors; if they disagree with the profit distribution plan, the independent directors shall present the facts and reasons for their disagreement and request the Board of Directors to reformulate the profit distribution plan, and if necessary, they may request the convening of a shareholders’ meeting. Independent directors may solicit the opinions of small and medium-sized shareholders to put forward dividend proposals and submit them directly to the Board of Directors for consideration;

(III) The Audit Committee shall give clear opinions on the profit distribution plan, and if it agrees with the profit distribution plan, it shall be approved by a majority of all members and resolved to finalize the profit distribution plan; if it does not agree with the profit distribution plan, the Audit Committee shall present the facts and reasons for disagreement and recommend the Board of Directors to reformulate the profit distribution plan and, if necessary, request the convening of a shareholders’ meeting; |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(IV) If the profit distribution plan is agreed under the foresaid procedures, the Board of Directors shall propose to convene a general meeting and report to the general meeting for approval; the profit distribution plan shall be approved by at least 1/2 of the votes held by shareholders (including their proxies) attending the general meeting;	(IV) If the profit distribution plan is agreed under the foresaid procedures, the Board of Directors shall propose to convene a shareholders’ meeting and report to the shareholders’ meeting for approval; the profit distribution plan shall be approved by more than 1/2 of the votes held by shareholders attending the shareholders’ meeting;
(V) If the Company makes profit in the year but does not draw up a cash dividend plan, it shall disclose the reasons in accordance with the relevant regulations, and the independent directors shall express their independent opinions on the profit distribution plan, which shall be considered and approved by the Board of Directors and submitted to the general meeting for consideration and approval, and the Board of Directors shall make an explanation on it to the general meeting;	(V) If the Company makes profit in the year but does not draw up a cash dividend plan, it shall disclose the reasons in accordance with the relevant regulations, and the independent directors shall express their independent opinions on the profit distribution plan, which shall be considered and approved by the Board of Directors and submitted to the shareholders’ meeting for consideration and approval, and the Board of Directors shall make an explanation on it to the shareholders’ meeting;
(VI) The profit distribution policy of the Company shall not be changed at will. If the existing profit distribution policy conflicts with the Company’s operation, investment planning and long-term development needs so that there is a need to adjust it, the Board of Directors shall propose a revised profit distribution policy to the general meeting. The Board of Directors shall fully discuss with the independent directors and fully consider the opinions of the small and medium-sized shareholders in the process of amending the profit distribution policy. At the meeting of the Board of Directors to consider the modification of the profit distribution policy, it shall be approved by a majority of all directors and by more than 1/2 of the independent directors, and the independent directors shall express their independent opinions on the formulation or modification of the profit distribution policy. The general meeting shall consider the adjustment plan of the profit distribution policy, subject to the approval by at least 2/3 of the votes held by the shareholders attending the general meeting, and disclose the reasons for the adjustment in the periodic report.	(VI) The profit distribution policy of the Company shall not be changed at will. If the existing profit distribution policy conflicts with the Company’s operation, investment planning and long-term development needs so that there is a need to adjust it, the Board of Directors shall propose a revised profit distribution policy to the shareholders’ meeting. The Board of Directors shall fully discuss with the independent directors and fully consider the opinions of the small and medium-sized shareholders in the process of amending the profit distribution policy. At the meeting of the Board of Directors to consider the modification of the profit distribution policy, it shall be approved by a majority of all directors and by more than 1/2 of the independent directors, and the independent directors shall express their independent opinions on the formulation or modification of the profit distribution policy. The shareholders’ meeting shall consider the adjustment plan of the profit distribution policy, subject to the approval by more than 2/3 of the votes held by the shareholders attending the shareholders’ meeting, and disclose the reasons for the adjustment in the periodic report.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 226 The Company shall appoint a payment receiving agent for holders of overseas listed foreign shares. The payment receiving agent shall receive on behalf of such shareholders any dividends or other amounts payable by the Company to them in respect of the overseas listed foreign shares.

The payment receiving agent appointed by the Company shall satisfy the requirements under the laws of the place where the Company's shares are listed or the rules of the relevant stock exchange. | Article 172 The Company shall appoint a payment receiving agent for holders of overseas listed foreign shares. The payment receiving agent shall receive on behalf of such shareholders any dividends or other amounts payable by the Company to them in respect of the overseas listed foreign shares.

The payment receiving agent appointed by the Company shall satisfy the requirements under the laws of the place where the Company's shares are listed or the rules of the relevant stock exchange. |
| - | Section 2 Internal Audit |
| - | Article 173 The Company shall have an internal audit system, which specifies the leadership system, duties and responsibilities, staffing, financial security, use of audit results and accountability for internal audit work.

The internal audit system of the Company shall take effect upon approval by the Board of Directors and be publicly disclosed. |
| - | Article 174 The internal audit department of the Company conducts supervision and inspection of the business activities, risk management, internal control, financial information and other matters of the Company. |
| - | Article 175 The internal audit department shall be accountable to the Board.

The internal audit department shall be subject to the supervision and guidance of the Audit Committee in the course of its supervision and inspection of the business activities, risk management, internal control and financial information of the Company. If the internal audit department discovers relevant major problems or clues, it shall report directly to the Audit Committee immediately. |
| - | Article 176 The internal audit department shall be responsible for the specific organization and implementation of the evaluation of the Company's internal control. The Company shall issue an annual internal control evaluation report based on the evaluation report and relevant information issued by the internal audit department and reviewed by the Audit Committee. |
| - | Article 177 The internal audit department shall actively cooperate and provide necessary support and collaboration when the Audit Committee communicates with the external audit institutions such as accounting firms and national audit authorities. |

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PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
–	Article 178 The Audit Committee shall participate in the assessment of the person in charge of internal audit.
Section 2 Appointment of Accounting Firm	Section 3 Appointment of Accounting Firm
Article 227 The Company shall appoint an independent accounting firm which is qualified under the relevant regulations of the State to audit the Company’s annual financial statements, and to review the Company’s other financial statements.	Article 179 The Company shall appoint an accounting firm that complies with the requirements of the Securities Law to conduct accounting statement auditing, net assets verification and other related consulting services for a term of one year and may be renewed.
Article 228 The appointment of an accounting firm by the Company shall be decided by the shareholders’ meeting. The Board may not appoint an accounting firm before the decision is made by the general meeting. The accountant firm appointed by the Company shall hold office from the conclusion of the annual general meeting until the conclusion of the next annual general meeting.	Article 180 The appointment and dismissal of an accounting firm by the Company shall be determined by the shareholders’ meeting. The Board shall not appoint an accounting firm before the decision is made by the shareholders’ meeting.
Article 229 The accounting firm appointed by the Company shall have the following rights:
(I) To access the account books, records or vouchers of the Company at any time, and to ask directors, general manager or other senior management to provide relevant documents and explanations;
(II) To ask the Company to take every action possible to obtain documents and explanations from its subsidiaries needed for the accounting firm to perform its duties;
(III) To be present at the general meetings, get notice of the general meeting that any shareholder has the right to receive or other information relating to the general meetings, and deliver speeches at any general meeting in relation to the matters concerning the accounting firm.	Article 181 The accounting firm appointed by the Company shall have the following rights:
(I) To access the account books, records or vouchers of the Company at any time, and to ask directors, general manager or other senior management to provide relevant documents and explanations;
(II) To ask the Company to take every action possible to obtain documents and explanations from its subsidiaries needed for the accounting firm to perform its duties;
(III) To be present at the shareholders’ meetings, get notice of the shareholders’ meeting that any shareholder has the right to receive or other information relating to the shareholders’ meetings, and deliver speeches at any shareholders’ meeting in relation to the matters concerning the accounting firm.
Article 230 Regardless of the terms in the contract concluded between the accounting firm and the Company, the general meeting may, through an ordinary resolution, resolve to dismiss the said accounting firm before the expiration of the term thereof. In the event of any rights claimed by the accounting firm against the Company, the said rights shall not be affected.	Article 182 Regardless of the terms in the contract concluded between the accounting firm and the Company, the shareholders’ meeting may, through an ordinary resolution, resolve to dismiss the said accounting firm before the expiration of the term thereof. In the event of any rights claimed by the accounting firm against the Company, the said rights shall not be affected.
Article 231 The Company ensures to provide true and complete accounting evidence, accounting books, financial and accounting reports and other accounting information to the engaged accounting firm without any refusal or withholding or falsification of information.	Article 183 The Company ensures to provide true and complete accounting evidence, accounting books, financial and accounting reports and other accounting information to the engaged accounting firm without any refusal or withholding or falsification of information.

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 232 The remuneration of the accounting firm or the way to confirm the remuneration shall be determined by the general meeting. The remuneration of such accounting firm appointed by the Board shall be confirmed by the Board.	–
Article 233 Appointment, dismissal or non-appointment of the accounting firm shall be subject to decision at the general meeting and shall be filed with the securities regulatory authorities under the State Council.	–
–	Article 184 The audit fees of an accounting firm shall be determined by the shareholders’ meeting.
Article 234 Should the Company dismiss or no longer re-appoint the accounting firm, it shall notify such accounting firm thirty days in advance. When the general meeting votes for the dismissal of such accounting firm, such accounting firm shall be allowed to express their opinions.

Where the accounting firm resigns its office, it shall make clear to the general meeting whether there has been any impropriety on the part of the Company. | Article 185 Should the Company dismiss or no longer re-appoint the accounting firm, it shall notify such accounting firm in advance. When the shareholders’ meeting votes for the dismissal of such accounting firm, such accounting firm shall be allowed to express their opinions.

Where the accounting firm resigns its office, it shall make clear to the shareholders’ meeting whether there has been any impropriety on the part of the Company. |
| CHAPTER 10 NOTICES AND ANNOUNCEMENTS | CHAPTER 8 NOTICES AND ANNOUNCEMENTS |
| Article 235 The notices of the Company (including but not limited to the notice of convening the general meeting, the meeting of the Board and the meeting of the supervisory committee) shall be sent out in the following ways:

(I) by hand;

(II) by facsimile;

(III) by post;

(IV) by email or telephone;

(V) by way of announcement;

(VI) by announcement on the newspaper or other designated media;

(VII) by publishing on the website designated by the Company and the stock exchange in the place where the shares of the Company are listed in compliance with laws, administrative regulations, departmental rules, regulatory documents and the Articles of Association; | Article 186 The notices of the Company shall be sent out in the following ways:

(I) by hand;

(II) by post;

(III) by way of announcement;

(IV) by other means stipulated in the Articles of Association.

There is no restriction in the Articles of Association on giving notice to shareholders with registered addresses outside Hong Kong.

Any notice of the Company given by announcement shall be deemed to be received by all relevant persons once such announcement is published. Where the securities regulatory authority of the place where the shares of the Company are listed provides otherwise, such provisions shall prevail. |

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PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(VIII) by other means approved by the securities regulatory authority at the location where the shares of the Company are listed or specified in the Articles of Association.

There is no restriction in the Articles of Association on giving notice to shareholders with registered addresses outside Hong Kong.

Even if there are provisions as otherwise stated in the Articles of Association in respect to the form of any other documents, announcements, or other newsletters or notices, as permitted by relevant provisions of the securities regulatory authority at the location where the shares of the Company are listed, the Company may publish newsletters by the form specified in item (VII) of this Article, instead of serving written documents to holders of overseas listed shares by personal delivery or pre-paid mail. The abovementioned newsletters refer to any documents published or to be published by the Company for reference or action guidance for shareholders, including but not limited to annual reports (including annual financial reports), interim reports (including interim financial reports), directors' reports (together with balance sheet and income statement), notices of general meeting, circulars, authorizations and other communication files.

If the Company is empowered to give notice by advertisement, such advertisements may be published in the newspapers and there is no prohibition on giving notice to shareholders with registered addresses outside Hong Kong. | |
| - | Article 187 Notices of convening shareholders' meetings of the Company shall be given to the shareholders by way of announcement. |
| - | Article 188 Notices of convening a meeting of the Board of Directors shall be given by hand, by express service, by fax, by e-mail, by telephone or other means specified in the Articles of Association. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 236 The date of service of the Company’s notice:

(I) If sent by hand, the recipient or its agent shall affix signature (or seal) to the return on service and the signing date shall be the date of service;

(II) If sent by facsimile, the sending date of the fax shall be the date of service;

(III) If sent by post, the second business day after the post shall be the date of service;

(IV) If sent by telegram, the second business day after the sending date of the telegram shall be the date of service;

(V) If sent by announcement, the date of first announcement shall be the date of service. | Article 189 The date of service of the Company’s notice:

(I) If sent by hand, the recipient or its agent shall affix signature (or seal) to the return on service and the signing date shall be the date of service;

(II) If sent by post, the third business day after the post shall be the date of service;

(III) If sent by announcement, the date of first announcement shall be the date of service;

(IV) If sent by fax, the date of the fax report printed by the fax machine of the Company indicating that the fax was successful shall be the date of service;

(V) If sent by e-mail, the date when the information message enters the specific system designated by the recipient shall be the date of service;

(VI) If sent by telephone, the date on which the notification is made shall be the date of service. |
| Article 237 The accidental omission to give notice of meeting to, or the non-receipt of notice of meeting by, any person entitled to receive notice shall not invalidate the meeting and the resolutions adopted at such meeting. | Article 190 Only the accidental omission to give notice of meeting to, or the non-receipt of notice of meeting by, any person entitled to receive notice shall not invalidate the meeting and the resolutions adopted at such meeting. |
| – | Article 191 The media designated by the Company for the publication of announcements and other information required to be disclosed are the website of the Shanghai Stock Exchange and other media that meet the requirements prescribed by the CSRC. |
| Article 238 If the securities regulatory authority at the location where the shares of the Company are listed stipulates that the Company shall send, post, distribute, issue, announce or otherwise provide relevant documents of the Company in English and Chinese, if the Company has made appropriate arrangement to confirm whether the shareholders hope to receive only the English version or the Chinese version, the Company may (as per the intent stated by the shareholders) send only the English version or the Chinese version to the related shareholders within the range allowed by the applicable laws and regulations and pursuant to the applicable laws and regulations. | Article 192 If the securities regulatory authority at the location where the shares of the Company are listed stipulates that the Company shall send, post, distribute, issue, announce or otherwise provide relevant documents of the Company in English and Chinese, if the Company has made appropriate arrangement to confirm whether the shareholders hope to receive only the English version or the Chinese version, the Company may (as per the intent stated by the shareholders) send only the English version or the Chinese version to the related shareholders within the range allowed by the applicable laws and regulations and pursuant to the applicable laws and regulations. |

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Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 239 The Company shall issue announcements and disclose information to holders of domestic shares through newspapers or websites designated by the laws, administrative regulations or relevant domestic regulatory authorities for information disclosure. If it is required to make public announcements to the holders of H Shares pursuant to the Articles of Association, the announcement shall also be published in such manner as required by the Hong Kong Listing Rules.	Article 193 The Company shall issue announcements and disclose information to holders of domestic shares through newspapers or websites designated by the laws, administrative regulations or relevant domestic regulatory authorities for information disclosure. If it is required to make public announcements to the holders of H Shares pursuant to the Articles of Association, the announcement shall also be published in such manner as required by the Hong Kong Listing Rules.
CHAPTER 11 MERGER, DIVISION, INCREASE AND DECREASE OF CAPITAL, DISSOLUTION AND LIQUIDATION	CHAPTER 9 MERGER, DIVISION, INCREASE AND DECREASE OF CAPITAL, DISSOLUTION AND LIQUIDATION
Section 1 Merger, Division, Increase and Decrease of Capital	Section 1 Merger, Division, Increase and Decrease of Capital
Article 240 The merger of the Company may take the form of either merger by absorption or merger by the establishment of a new company.
Absorption means that a company absorbs another company and the absorbed company will be dissolved. Where two or more companies merge into a new company, the original companies will be dissolved.	Article 194 The merger of the Company may take the form of either merger by absorption or merger by the establishment of a new company.
Absorption means that a company absorbs another company and the absorbed company will be dissolved. Where two or more companies merge into a new company, the original companies will be dissolved.
-	Article 195 Subject to the compliance with the rules of the securities regulatory authority of the place where the shares of the Company are listed, if the consideration paid by the Company for the merger does not exceed 10% of the Company’s net assets, a resolution of the shareholders’ meeting is not required, unless otherwise provided by the Articles of Association.
Mergers conducted in accordance with the preceding paragraph without a resolution of the shareholders’ meeting must be approved by a resolution of the Board.
Article 241 In the event of the merger or division of the Company, a proposal shall be presented by the Board and shall be approved by the general meeting in accordance with the procedures stipulated in the Articles of Association. The Company shall then undertake the relevant approval process in a manner prescribed by law. A shareholder who objects to the proposal of merger or division shall be entitled to demand the Company or the shareholders who consent to the proposal of merger or division to acquire such dissenting shareholders’ shareholding at a fair price. The contents of the resolution of merger or division of the Company shall be compiled into special documents which shall be available for inspection by the shareholders of the Company.	-

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 242 In the event of a merger, the merging parties shall execute a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten days after the date of the Company’s resolution approving the merger and shall publish a public notice in newspapers or by other means within thirty days thereafter. The creditors are entitled to require the Company to settle the loans or to provide corresponding guarantees within thirty days after the receipt of the written notification, or in the event that no such notification is received, within forty-five days after the date of the announcement.

Article 196 In the event of a merger, the merging parties shall execute a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten days after the date of the Company’s resolution approving the merger and shall publish a public notice in newspapers or on the National Enterprise Credit Information Publicity System within thirty days thereafter.

The creditors are entitled to require the Company to settle the loans or to provide corresponding guarantees within thirty days after the receipt of the written notification, or in the event that no such notification is received, within forty-five days after the date of the announcement. |
| Article 243 Upon the merger, receivables and indebtedness of each of the merging parties shall be assumed by the company which survives the merger or the newly established company. | Article 197 Upon the merger, receivables and indebtedness of each of the merging parties shall be assumed by the company which survives the merger or the newly established company. |
| Article 244 Where there is a division of the Company, its assets shall be divided up accordingly.

In the event of division of the Company, the parties shall execute a division agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten days after the date of the Company’s resolution approving the division and shall publish a public announcement at least three times in newspapers within thirty days thereafter. | Article 198 Where there is a division of the Company, its assets shall be divided up accordingly.

In the event of division of the Company, a balance sheet and an inventory list for assets shall be prepared. The Company shall notify its creditors within 10 days from passing of the resolution on division, and make an announcement within 30 days in newspapers or on the National Enterprise Credit Information Publicity System. |
| Article 245 Debts of the Company prior to division shall be assumed jointly by the companies which exist after the division, unless agreed otherwise in the written agreement signed between the Company and creditors in respect of settlement of such debts prior to the division. | Article 199 Debts of the Company prior to division shall be assumed jointly by the companies which exist after the division, unless agreed otherwise in the written agreement signed between the Company and creditors in respect of settlement of such debts prior to the division. |
| Article 246 A balance sheet and an inventory of assets must be prepared by the Company if it needs to reduce registered capital.

The Company shall notify its creditors within ten days from the date of the resolution for reduction of registered capital and shall publish a public announcement in newspapers within thirty days thereafter. The creditors are entitled to require the Company to settle the loans or to provide corresponding guarantees within thirty days after the receipt of the written notification, or in the event that no such notification is received, within forty-five days after the date of the announcement. | Article 200 A balance sheet and an inventory of assets should be prepared by the Company if it needs to reduce registered capital.

The Company shall notify its creditors within ten days from the date of the resolution approved at the shareholders’ meeting for reduction of registered capital and shall publish a public announcement in newspapers or on the National Enterprise Credit Information Publicity System within thirty days thereafter. The creditors are entitled to require the Company to settle the loans or to provide corresponding guarantees within thirty days after the receipt of the written notification, or in the event that no such notification is received, within forty-five days after the date of the announcement.

Where the Company reduces its registered capital, it shall reduce the amount of capital contribution or shares in proportion to the shareholders’ shareholdings, unless it is otherwise stipulated by laws or the Articles of Association. |

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 201 Where the Company still incurs losses after making up its losses in accordance with the provisions of paragraph 2 of Article 165 of the Articles of Association, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the Company shall not make distribution to its shareholders, nor exempt the shareholders from their obligation to make capital contribution or calls on share.

The provisions of paragraph 2 of Article 200 of the Articles of Association shall not apply to the reduction in the registered capital in accordance with the preceding paragraph. The Company shall publish an announcement in newspapers or on the National Enterprise Credit Information Publicity System within thirty days from the date of the resolution on the reduction of its registered capital at the shareholders' meeting.

After reducing its registered capital in accordance with the preceding two paragraphs, the Company shall not distribute profits until the accumulated amount of its statutory reserve and discretionary reserve reaches 50% of its registered capital. |
| - | Article 202 If the reduction of the registered capital is in violation of the Company Law and other relevant regulations, shareholders shall return the funds they have received and the reduced capital contribution of the shareholders shall be restored to its original amount; in case of losses caused to the Company, the shareholders and the responsible directors, and senior management members shall be held liable for compensation. |
| - | Article 203 When the Company issues new shares to increase its registered capital, shareholders do not have pre-emptive rights, unless otherwise stipulated in the Articles of Association or a resolution of the shareholders' meeting grants shareholders pre-emptive rights. |
| Article 247 The Company shall, in accordance with law, apply for change in its registration particulars with the company's registration authority where a change in any item in its registration arises as a result of any merger or division. Where the Company is dissolved, the Company shall apply for cancellation of its registration in accordance with law. Where a new company is established, that company shall apply for registration in accordance with the law.

Where the Company increase or reduce its registered capital, the Company shall, in accordance with law, apply for change in its registration with the company registration authorities. | Article 204 The Company shall, in accordance with law, apply for change in its registration particulars with the company's registration authority where a change in any item in its registration arises as a result of any merger or division. Where the Company is dissolved, the Company shall apply for cancellation of its registration in accordance with law. Where a new company is established, that company shall apply for registration in accordance with the law.

Where the Company increase or reduce its registered capital, the Company shall, in accordance with law, apply for change in its registration with the company registration authorities. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Section 2 Dissolution and Liquidation	Section 2 Dissolution and Liquidation
Article 248 The Company shall be dissolved upon the occurrence of the following events:

(I) the term of its operations set out in the Articles of Association has expired;

(II) a resolution for dissolution is passed by shareholders at a general meeting;

(III) dissolution is necessary due to a merger or division of the Company;

(IV) the Company is legally declared insolvent due to its failure to repay debts as they become due;

(V) the Company’s business license is revoked or the Company is ordered to close down or de-registered according to laws;

(VI) where the Company gets into serious trouble in operation and management and its continuation may cause substantial loss to the interests of shareholders, and no solution can be found through any other channel, shareholders representing more than 10% of the voting rights of all shareholders of the Company may request the People’s Court to dissolve the Company. | Article 205 The Company shall be dissolved upon the occurrence of the following events:

(I) the term of its operations set out in the Articles of Association has expired or circumstances for dissolution specified in the Articles of Association arise;

(II) a resolution for dissolution is passed by shareholders at a shareholders’ meeting;

(III) dissolution is necessary due to a merger or division of the Company;

(IV) the Company’s business license is revoked or the Company is ordered to close down or de-registered according to laws;

(V) where the Company gets into serious trouble in operation and management and its continuation may cause substantial loss to the interests of shareholders, and no solution can be found through any other channel, shareholders representing more than 10% of the voting rights of all shareholders of the Company may request the People’s Court to dissolve the Company.

If any of the circumstances as mentioned in the preceding paragraph arises, the Company shall disclose the reasons for dissolution on the National Enterprise Credit Information Publicity System within ten days. |
| Article 249 The Company may continue to exist by amending the Articles of Association in the event of the circumstance as set forth in item (I) of the preceding article.

The amendment to the Articles of Association according to the preceding article shall be passed by 2/3 of the voting rights held by shareholders present at the general meeting. | Article 206 The Company may continue to exist by amending the Articles of Association or with approval of the shareholders’ meeting in the event of the circumstance described in items (I) and (II) of Article 205 in the Articles of Association, if no property has been distributed to its shareholders.

The amendment to the Articles of Association or obtaining approval of the shareholders’ meeting according to the preceding article shall be passed by 2/3 of the voting rights held by shareholders present at the shareholders’ meeting. |

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PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 250 In the case of dissolution of the Company under items (I), (II), (V) and (VI) of Article 248 hereof, a liquidation committee shall be formed to commence liquidation within fifteen days from the date of occurrence of events giving rise to dissolution. The members of the liquidation committee shall be determined by the directors or the general meeting. Where a liquidation committee is not established according to schedule, the creditors may apply to the People's Court to designate the relevant personnel to establish a liquidation committee to proceed with the liquidation.

In the case of dissolution of the Company under item (IV) of Article 248 hereof, the People's Court shall, according to relevant legal provisions, organize the shareholders, relevant departments and professionals to form a liquidation committee to carry out liquidation. | Article 207 In the case of dissolution of the Company under items (I), (II), (IV) and (V) of Article 205 hereof, the Company shall be liquidated. Directors shall be the liquidation obligors, and a liquidation committee shall be formed within fifteen days from the date of occurrence of events giving rise to dissolution.

The members of the liquidation committee shall be directors, unless otherwise stipulated in the Articles of Association or otherwise selected by a resolution of the shareholders' meeting.

If a liquidation obligor fails to perform his/her liquidation obligations in a timely manner, thereby causing losses to the Company or the creditors, such liquidation obligor shall be held liable for compensation. |
| Article 251 If the Board decides the Company shall carry out liquidation (except for liquidation resulting from the Company's declaration of bankruptcy), it shall state in the notice of the general meeting convened for this purpose that the Board has conducted comprehensive investigation on the Company's conditions and believes that the Company is able to pay off all its debts within twelve months following the commencement of liquidation.

The functions and powers of the Board of the Company shall terminate immediately when the general meeting adopts the resolution on liquidation.

The liquidation committee shall follow the directions of the general meeting to report on its income and expenditures, the Company's business and progress of liquidation at least once a year to the general meeting and make a final report to the general meeting at the end of liquidation. | - |
| Article 252 The liquidation committee shall exercise the following functions and powers during the period of liquidation:

(I) to categorize the Company's assets and prepare a balance sheet and an inventory of assets respectively;

(II) to inform creditors by a notice or public announcement;

(III) to dispose of and liquidate any unfinished businesses of the Company; | Article 208 The liquidation committee shall exercise the following functions and powers during the period of liquidation:

(I) to categorize the Company's assets and prepare a balance sheet and an inventory of assets respectively;

(II) to inform creditors by a notice or public announcement;

(III) to dispose of and liquidate any unfinished businesses of the Company; |

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PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
(IV) to pay all outstanding taxes and the taxes incurred from the process of liquidation;	(IV) to pay all outstanding taxes and the taxes incurred from the process of liquidation;
(V) to settle claims and debts;	(V) to settle claims and debts;
(VI) to deal with the residual assets remaining after repayment by the Company of its debts;	(VI) to deal with the residual assets remaining after repayment by the Company of its debts;
(VII) to represent the Company in any civil proceedings.	(VII) to represent the Company in any civil proceedings.
Article 253 The liquidation committee shall, within ten days of its formation, notify the creditors, and shall, within sixty days, make a public announcement in newspapers at least three times. Creditors shall, within thirty days of the receipt of the notice or within forty-five days of the release of the public announcement in the case of failure to receive said notice, file their creditors' rights with the liquidation committee.	Article 209 The liquidation committee shall, within ten days of its formation, notify the creditors, and shall, within sixty days, make a public announcement in newspapers or on the National Enterprise Credit Information Publicity System. Creditors shall, within thirty days of the receipt of the notice or within forty-five days of the release of the public announcement in the case of failure to receive said notice, file their creditors' rights with the liquidation committee.
Where creditors file their creditors' rights, they shall explain about the matters related to creditors' rights, and shall provide the evidentiary materials. The liquidation team shall register the creditors' rights.	Where creditors file their creditors' rights, they shall explain about the matters related to creditors' rights, and shall provide the evidentiary materials. The liquidation team shall register the creditors' rights.
The liquidation committee may not clear off any of the debts of any creditors during the period of filing creditors' rights.	The liquidation committee may not clear off any of the debts of any creditors during the period of filing creditors' rights.
Article 254 After the liquidation committee has sorted the Company's assets and prepared a balance sheet and an inventory of assets, it shall prepare a liquidation plan and submit it to the general meeting or the People's Court for confirmation.	Article 210 After the liquidation committee has sorted the Company's assets and prepared a balance sheet and an inventory of assets, it shall prepare a liquidation plan and submit it to the shareholders' meeting or the People's Court for confirmation.
The remaining assets after paying off the liquidation expenses, wages of employees, social insurance premiums and statutory compensation, the outstanding taxes and the debts of the Company may be distributed in proportion to shareholding of the shareholders.	The remaining assets after paying off the liquidation expenses, wages of employees, social insurance premiums and statutory compensation, the outstanding taxes and the debts of the Company may be distributed in proportion to shareholding of the shareholders.
During the period of liquidation, the Company continues to exist but may not carry out any business operation that is not related to liquidation. Before the settlement of repayments as provided in the preceding article has been made, the Company's assets shall not be distributed to shareholders.	During the period of liquidation, the Company continues to exist but may not carry out any business operation that is not related to liquidation. Before the settlement of repayments as provided in the preceding article has been made, the Company's assets shall not be distributed to shareholders.

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 255 If the liquidation committee, having sorted the Company's assets and prepared the balance sheet and an inventory of assets, discovers that there are insufficient assets in the Company to pay off its debts, it shall apply to the People's Court immediately for a declaration of bankruptcy of the Company.

Upon the declaration of bankruptcy of the Company by the People's Court, the liquidation committee shall hand over the liquidation matters to the People's Court. | Article 211 If the liquidation committee, having sorted the Company's assets and prepared the balance sheet and an inventory of assets, discovers that there are insufficient assets in the Company to pay off its debts, it shall apply to the People's Court immediately for bankruptcy liquidation of the Company.

Upon the Company's bankruptcy application is accepted by the People's Court, the liquidation committee shall hand over the liquidation matters to the bankruptcy administrator designated by the People's Court. |
| Article 256 Following the completion of the liquidation, the liquidation committee shall prepare a liquidation report, a statement of income and expenses received and made during the liquidation period and a financial report, which shall be verified by a Chinese registered accountant and submitted the same to the general meeting or the People's Court for confirmation. The liquidation committee shall, within thirty days from the date of said confirmation made by the general meeting or relevant competent authorities, submit the documents referred to in the preceding paragraph to the companies registration authority and apply for cancellation of registration of the Company, and publish a public announcement relating to the termination of the Company. | Article 212 Following the completion of the liquidation, the liquidation committee shall prepare a liquidation report, which shall be submitted to the shareholders' meeting or the People's Court for confirmation. The liquidation committee shall submit the document to the companies registration authority, and apply for cancellation of registration of the Company. |
| Article 257 The members of the liquidation committee shall devote themselves to their duties and fulfill their obligations of liquidation according to laws.

None of the members of the liquidation committee may take any bribe or any other illegal proceeds by taking advantage of his/her position, nor may he/she misappropriate any of the assets of the Company.

Where any members of the liquidation committee cause any loss to the Company or any creditor with intention or due to gross negligence, he/she shall be liable to make compensation. | Article 213 The members of the liquidation committee shall fulfill their obligations of liquidation with duties of loyalty and diligence.

Members of the liquidation committee shall bear the liability for damages suffered by the Company due to their negligence in performing the obligations of liquidation; if a member of the liquidation committee causes loss to the creditors due to intentional misconduct or gross negligence, he/she shall be liable for damages. |
| Article 258 Where the Company is declared bankruptcy in accordance with laws, it shall implement bankruptcy liquidation in accordance with relevant laws relating to bankruptcy of enterprise. | Article 214 Where the Company is declared bankruptcy in accordance with laws, it shall implement bankruptcy liquidation in accordance with relevant laws relating to bankruptcy of enterprise. |
| CHAPTER 12 AMENDMENTS OF ARTICLES OF ASSOCIATION | CHAPTER 10 AMENDMENTS OF ARTICLES OF ASSOCIATION |
| Article 259 The Company may amend the Articles of Association in accordance with the requirements of laws, administrative regulations, the Hong Kong Listing Rules and the Articles of Association. | Article 215 The Company may amend the Articles of Association in accordance with the requirements of laws, administrative regulations, the Hong Kong Listing Rules and the Articles of Association. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 260 Under any one of the following circumstances, the Company shall amend its articles of association:

(I) after amendment has been made to the Company Law or relevant laws, administrative regulations and the Hong Kong Listing Rules, the contents of the Articles of Association shall conflict with the amended laws, administrative regulations and the Hong Kong Listing Rules;

(II) the changes that the Company have undergone are inconsistent with the records made in the Articles of Association;

(III) the general meeting decides that the Article of Association should be amended;

(IV) amendments shall be made in accordance with the requirements of the securities regulatory authorities in the place where the Company's shares are listed (including but not limited to the amendment to these Articles as required by the Hong Kong Stock Exchange being also in compliance with the core shareholders' protection standards as set out in the Hong Kong Listing Rules).

The shareholders may authorize the Board of the Company by ordinary resolution at the general meeting:

(I) in case of increase of registered share capital of the Company, the Board of the Company is entitled to amend the relevant content regarding the registered capital of the Company in the Articles of Association in accordance with the actual circumstances;

(II) in case of alteration of the text or order of the provisions required by the relevant regulatory authority during the registration, audit and approval of the Articles of Association of the Company approved by the general meeting, the Board of the Company is entitled to make the corresponding amendments according to the requirements of the relevant regulatory authority. | Article 216 Under any one of the following circumstances, the Company will amend its articles of association:

(I) after amendment has been made to the Company Law or relevant laws, administrative regulations and the rules of the securities regulatory authority of the place where the shares of the Company are listed, the contents of the Articles of Association conflict with the amended laws, administrative regulations and the rules of the securities regulatory authority of the place where the shares of the Company are listed;

(II) the changes that the Company have undergone are inconsistent with the records made in the Articles of Association;

(III) the shareholders' meeting decides that the Article of Association should be amended. |
| Article 261 Amendments to the Articles of Association passed by resolutions at the general meeting shall be required to be examined and approved by the competent authorities, and shall be submitted to the competent authorities for approval; where the amendments involve the registered particulars of the Company, procedures for change of registration shall be handled in accordance with the law. | Article 217 Amendments to the Articles of Association passed by resolutions at the shareholders' meeting shall be required to be examined and approved by the competent authorities, and shall be submitted to the competent authorities for approval; where the amendments involve the registered particulars of the Company, procedures for change of registration shall be handled in accordance with the law. |

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APPENDIX IV

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
–	Article 218 The Board of Directors shall amend the Articles of Association in accordance with the resolution of the shareholders’ meeting on the amendments to the Articles of Association and the approval opinions of relevant competent authorities.
–	Article 219 The amendment to these Articles of Association related to the information required to be disclosed by the laws and regulations shall be announced in accordance with regulations.
CHAPTER 13 SUPPLEMENTARY ARTICLES	CHAPTER 11 SUPPLEMENTARY ARTICLES
Article 262 Definitions

(I) a de facto controller means a person who, though not a shareholder, but—through investment relationships, agreements, or other arrangements, may actually control the activities of the Company.

(II) the “connected transaction” refers to that as defined in the Hong Kong Listing Rules; “related party transaction” refers to that as defined in the Rules Governing the Listing on the Science and Technology Innovation Board.

(III) the meaning of an “accounting firm” is the same as that of “auditors”. | Article 220 Definitions

(I) a controlling shareholder refers to a shareholder whose shares represent more than 50% of the total share capital of a limited liability company, or a shareholder with shareholding ratio less than 50%, but the voting rights of the shares held by such shareholder are sufficient to have a significant impact on the resolutions of the shareholders’ meeting.

(II) a de facto controller means a natural person, legal person or unincorporated organization through investment relationships, agreements, or other arrangements, may actually control the activities of the Company.

(III) the “connected transaction” refers to that as defined in the Hong Kong Listing Rules; “related party transaction” refers to that as defined in the STAR Market Listing Rules.

(IV) the meaning of an “accounting firm” is the same as that of “auditors”. |
| – | Article 221 The Board of Directors may formulate by-laws in accordance with the Articles of Association, provided that such by-laws shall not contravene the provisions of the Articles of Association. |
| Article 263 The Articles of Association are written in Chinese. In case of any inconsistency between the articles of association in any other language or of different version and the Articles of Association, the Chinese version of the Articles of Association shall prevail. | Article 222 The Articles of Association are written in Chinese. In case of any inconsistency between the articles of association in any other language or of different version and the Articles of Association, the Chinese version of the Articles of Association shall prevail. |
| Article 264 The term “more than”, “within”, “below”, as stated in the Articles of Association shall all include the given figure; the term “lower”, “above”, “less than” shall all exclude the given figure. | Article 223 The term “more than”, “within”, “below”, as stated in the Articles of Association shall all include the given figure; the term “lower”, “above”, “less than” shall all exclude the given figure. |

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article of the Articles of Association	Amended Article of the Articles of Association
Article 265 The Board shall be responsible for the interpretation of the Articles of Association.	Article 224 The Board shall be responsible for the interpretation of the Articles of Association. Any matters not covered by the Articles of Association or in the event of a conflict with the laws and regulations, the provisions of the securities regulatory authorities of the places where the Company's shares are listed, and the Listing Rules shall be dealt with in accordance with the laws and regulations, the provisions of the securities regulatory authorities of the places where the Company's shares are listed and the Listing Rules together with the Company's actual situation.
–	Article 225 If the State provides otherwise for preferred shares, such provisions shall prevail.
Article 266 The Articles of Association shall take effect and put into force from the date of adoption by special resolution on the general meeting of the Company. Since the effective date of the Articles of Association, the original Articles of Association of the Company shall be automatically invalidated.	Article 226 The Articles of Association shall take effect and put into force from the date of adoption by special resolution on the shareholders' meeting of the Company. Since the effective date of the Articles of Association, the original Articles of Association of the Company shall be automatically invalidated.

Note: Due to the addition or removal and sequential adjustment of the Articles, the numbering of original Articles of the Articles of Association is adjusted accordingly, so as for the Articles with cross-reference. The conversion of numbers between words and figures will not be explained separately.

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APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR THE MEETING OF SHAREHOLDERS

REMEGEN CO., LTD.*

RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

Chapter 1 General Provisions

Article 1 In order to safeguard the lawful rights and interests of shareholders and creditors regulate the conduct of RemeGen Co., Ltd. (the "Company") and standardize the organization and behavior of ensure that the general shareholders' meeting of shareholders of the eCompany exercises its functions and powers legally, in accordance with the relevant laws, regulations and regulatory documents of the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law"), the Guidelines on the Articles of Association of Listed Companies, Rules of General Shareholders' Meeting of Listed Companies, regulations and listing rules of the securities regulatory authorities of the place where the shares of the Company are listed, Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchanges, Self-Regulatory Guideline for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 — Regularization of Operation, Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules"), and Articles of Association of RemeGen Co., Ltd. (the "Articles of Association"), these rules and procedures (hereinafter referred to as the "Rules") are formulated.

Article 2 The Rules shall apply to matters relating to the convening, proposal, notices and holding of the shareholders' meeting of the Company.

Article 3 The Company shall convene the shareholders' meeting in strict accordance with the laws, administrative regulations of the place of listing, Articles of Association, and relevant provisions of the Rules, so as to ensure that shareholders can exercise their rights according to law.

The board of the Company shall by due diligence perform its duties, and shall organize the shareholders' meeting in a serious and timely manner. All the directors of the Company shall be diligent and responsible to ensure the normal convening of the shareholders' meeting and their lawful exercise of functions and powers.

Article 4 The shareholders' meeting shall exercise its functions and powers within the scope stipulated in the Company Law and the Articles of Association.

Article 5 The Company will engage a lawyer to issue and announce a legal opinion on the following issues when convening a shareholders' meeting:

(1) whether the convening and holding procedures of the meeting are in compliance with the laws, administrative regulations, the Rules and the Articles of Association;

APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR THE MEETING OF SHAREHOLDERS

(2) whether the qualifications of the persons attending the meeting and the convener are legal and valid;

(3) whether the voting procedures and results of the meeting are lawful and valid;

(4) legal opinions on other relevant issues at the request of the Company.

Chapter 2 Functions and Powers of the Shareholders' Meeting General Provisions

Article 2-6 The general shareholders' meeting is the organ of the authority of the Company, which exercises its functions and powers in accordance with laws:

(1) to decide on operational policies and investment plans of the Company;

(21) to elect and replace the directors and supervisors who are shareholder representatives, and to decide on matters relevant to the remuneration of directors and supervisors;

(32) to consider and approve reports of the board;

(4) to consider and approve reports of the supervisory committee;

(5) to consider and approve annual financial budget plans and final accounting plans of the Company;

(63) to consider and approve the profit distribution plan and loss recovery plan of the Company;

(74) to determine the increase or decrease of the registered capital of the Company;

(85) to determine the issuance of corporate bonds or other securities by the Company and listing plan;

(96) to determine matters such as the merger, division, dissolution, liquidation or change;

(107) to amend the Articles of Association and rules of procedures for general meeting, board meeting and the supervisory committee;

(118) to determine the appointment of, and removal of and non-reappointment of an auditor the Company's accounting firm engaged in the audit work of by the Company;

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(129) to consider and approve the provision of guarantees to third parties that shall be approved at a general shareholders' meeting required by laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed, the Articles of Association and the Rules;

(1310) to consider matters relating to the purchases and disposals of material assets, which are more than 30% of the latest audited total assets of the Company, within one year;

(14) to consider and approve the related significant transactions and related party/connected party transactions that shall be considered and approved at a general meeting required by laws, administrative regulations, the regulatory rules of the place where the shares of the Company are listed and the Articles of Association;

(1511) to consider and approve any change in the use of proceeds;

(1612) to consider the formulation, amendment and implementation of share incentive plans and employee stock ownership plans;

(17) to consider and approve the proposal raised by shareholders who, individually or in the aggregate, hold 3% or more of the total number of voting shares of the Company;

(1813) to review other matters which, in accordance with laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the shares of the Company are listed, or the provisions of the Articles of Association, shall be approved at a general shareholders' meeting.

The general shareholders' meeting can authorize or entrust the board to make resolutions on the issuance of corporate bonds, handle the matters authorized or entrusted thereby, provided that the laws and regulations, and the mandatory laws and regulations of the place where the shares of the Company are listed are not violated.

Article 3-7 The following external guarantees provided by the Company are subject to the consideration and approval by the shareholders' meeting:

(1) a single guarantee for an amount in excess of 10% of the Company's latest audited net assets;

(2) any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlling subsidiary exceeds 50% of the Company's latest audited net assets;

(3) a guarantee to be provided to a party which has an asset-liability ratio in excess of 70%;

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(4) any guarantee provided after the total amount of guarantee exceeds 30% of the Company’s latest audited net assets;

(5) any guarantee provided after the amount of guarantee by the Company to others, the amount of which within one year exceeds 30% of the Company’s latest audited net assets based on cumulative calculation for 12 consecutive months;

(6) guarantee to be provided to shareholders, actual controllers and their related party/connected parties;

(7) other guarantees as prescribed by laws, regulations, normative documents, the regulatory rules of the place where the shares of the Company are listed and the Articles of Association.

When the guarantee specified in item (5) above is considered at the general meeting, it shall be approved by more than two-thirds of voting rights held by the shareholders attending the general meeting.

When considering the resolution of providing guarantee to shareholders, actual controllers and their related party/connected parties at the general meeting, such shareholders or shareholders controlled by such actual controller shall not vote on such resolution.

Article 4-8 General Shareholders’ meetings are divided into annual general shareholders’ meetings and extraordinary general shareholders’ meetings. Annual general shareholders’ meetings shall be held once every year and within 6 months from the end of the preceding accounting year.

The board-Company shall convene an extraordinary general shareholders’ meeting within two months after the occurrence of any one of the following circumstances:

(1) when the number of directors is less than two thirds of the number specified in the Company Law or the Articles of Association;

(2) where the unrecovered losses of the Company amount to one-third of its total paid up-share capital;

(3) where a request is made by shareholder(s), individually or jointly, holding 10% or more of the Company’s issued and outstanding shares with carrying voting rights request(s) (including preferred shares with restored voting rights but excluding treasury shares (as defined in the Hong Kong Listing Rules)) in writing for the convening of an extraordinary general meeting (the number of shares held shall be calculated as at the date when the shareholder(s) provide(s) the written request);

(4) where the board considers it necessary;

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(5) where the audit supervisory-committee proposes to call for such a meeting;

(6) other circumstances stipulated by laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the shares of the Company are listed or the Articles of Association.

Chapter 3 Convening of General Shareholders' Meetings

Article 9 The board shall convene shareholders' meetings within the prescribed time limit.

Article 5 The general meeting of shareholders shall be convened by the board. If the board of directors is unable or fails to perform the duty of convening the general meeting, the supervisory committee shall convene it in time. If the supervisory committee does not convene the meeting, any shareholder(s) individually or jointly holding more than 10% of the shares of the Company for more than 90 consecutive days may convene the meeting on their own.

Article 6-10 Upon approval by the majority of all independent directors, independent Independent directors are entitled to propose to the board to convene general extraordinary shareholders' meeting. If an independent director proposes to convene an extraordinary general meeting to the board of directors, it should obtain the consent of a majority of all independent directors. In respect to the proposal by the independent director for convening an extraordinary general shareholders' meeting, the board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to such proposal for convening an extraordinary general shareholders' meeting within 10 days upon receipt of such proposal.

In the event that the board of directors agrees to convene an extraordinary general shareholders' meeting, the notice of general shareholders' meeting shall be issued within five days after the passing of the relevant board resolution. In the event that the board disagrees to convene an extraordinary general shareholders' meeting, an explanation shall be given and an announcement shall be made.

Any other requirements as required by the securities regulatory authority at the place where the shares of the Company are listed shall prevail.

Article 7-11 The audit supervisory-committee has the right to propose in writing the board to convene an extraordinary general shareholders' meeting. The board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to such proposal for convening an extraordinary general shareholders' meeting within 10 days upon receipt of such proposal.

In the event that the board agrees to convene an extraordinary general shareholders' meeting, a notice for convening such meeting shall be given within five days after the relevant board resolution is passed and consent of the audit supervisory-committee shall be obtained in case of any changes to the original proposal in the notice.

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In the event that the board disagrees to convene an extraordinary general shareholders' meeting or does not furnish any reply within 10 days after having received such proposal, the board is deemed to be unable or unwilling to perform the duty of convening a general shareholders' meeting, in which case the audit supervisory-committee may convene and preside over such meeting by itself.

Article 8-12 Where the Shareholder individually or jointly holding more than 10% or more of the Company's shares with voting rights (including preferred shares with restored voting rights but excluding treasury shares (as defined in the Hong Kong Listing Rules)) of shares of the Company are entitled to request the board of directors in writing to convene for the convening of an extraordinary general shareholders' meeting, it shall submit it to the board in writing. The board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to such request for convening an extraordinary general shareholders' meeting within 10 days upon receipt of such proposal.

In the event that the board agrees to convene an extraordinary general shareholders' meeting, a notice for convening such meeting shall be given within five days after the board resolution is passed and consent of the shareholders shall be obtained in case of any changes to the original proposal in the notice.

Where the board of directors does not agree to convene an extraordinary general shareholders' meeting or does not reply within 10 days of its receipt of the request, shareholders holding, individually or in aggregate, 10% or more of the Company's shares with voting rights (including preferred shares with restored voting rights but excluding treasury shares (as defined in the Hong Kong Listing Rules)) shares of the Company, shall have the right to request the supervisory-committee may propose in writing the audit committee to convene an extraordinary general shareholders' meeting.

In the event that the audit supervisory-committee agrees to convene an extraordinary general shareholders' meeting, a notice of the shareholders' general meeting shall be provided within 5 days of such resolution by the board of directors and no change shall be made to the original request in the notice unless approved by the relevant shareholders.

In the event that the audit supervisory-committee fails to serve any notice of an extraordinary general shareholders' meeting within the prescribed period, the audit supervisory committee is deemed not to convene and preside over such meeting, in which case the shareholder(s) individually or jointly holding more than 10% or more of the Company's shares with voting rights (including preferred shares with restored voting rights but excluding treasury shares (as defined in the Hong Kong Listing Rules)) shares of the Company for more than 90 consecutive days may convene and preside over such a meeting by himself/herself/themselves.

Article 9-13 Where the audit supervisory committee or shareholders decide to convene a general shareholders' meeting on its/their own, it/they shall send a written notice to the board and also file with the Shanghai Stock Exchange for the record.

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The audit committee or the shareholders convening the shareholders' meeting shall submit relevant supporting materials to the Shanghai Stock Exchange when issuing the notice of the shareholders' meeting and the announcement of the resolution of the shareholders' meeting.

Prior to the announcement of the resolution(s) of a shareholders' meeting, the shareholdings (including preferred shares with restored voting rights but excluding treasury shares (as defined in the Hong Kong Listing Rules)) of the shareholders convening the shareholders' meeting shall not be less than 10%.

Article 10-14 Where a shareholders' meeting is convened by the audit committee or shareholders on its/their own, the board and the secretary to the board shall work in a cooperative manner.

The board shall provide the register of shareholders prepared on the date of record date. If the board fails to provide the register of shareholders, the convener may apply to the securities depository and clearing agency for obtaining it with the relevant announcement of the notice of convening the shareholders' meeting. The register of shareholders obtained by the convener shall not be used for other purposes than convening the shareholders' meeting.

Article 15 Where a general shareholders' meeting is convened by the audit supervisory committee or shareholders on its/their own, the expenses necessary for the general shareholders' meeting shall be borne by the Company and shall be deducted from the monies payable by the Company to the defaulting directors.

Chapter 4 Proposals and Notices of General Shareholders' Meetings

Article 11-16 The contents of a proposal shall be within the functions and powers of the general shareholders' meeting, shall have definite issues for discussion and specific resolutions, and shall comply with the relevant provisions of the laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association.

Shareholder(s) individually or jointly holding more than 31% of the shares (including preferred shares with restored voting rights, etc.) of the Company may submit written provisional proposals to the convener 10 days before the general shareholders' meeting. The convener shall serve a supplemental notice of the general shareholders' meeting within 2 days after receipt of the provisional proposals, announce and notify the contents of the said provisional proposals and submit the provisional proposals to the shareholders' meeting for consideration, unless the provisional proposals violate laws, administrative regulations or the Articles of Association, or does not fall within the scope of authority of the shareholders' meeting. The Company shall not increase the shareholding percentage for shareholders proposing provisional proposals.

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Save as specified in the preceding paragraph, the convener shall not change the proposals set out in the notice of the general shareholders' meeting or add any new proposal after the said notice is served.

Proposals not set out in the notice of the general shareholders' meeting or not complying with the Articles of Association shall not be voted on or resolved at the general shareholders' meeting.

Article 17 The convener shall notify all shareholders by announcement 20 days before the annual shareholders' meeting or by following the provisions of the Articles of Association, and shall notify all shareholders by announcement 15 days before the extraordinary shareholders' meeting or by following the provisions of the Articles of Association.

Article 18 The notice and supplementary notice of a shareholders' meeting shall adequately and completely disclose the specific contents of all proposals, as well as all information or explanations necessary to enable shareholders to make reasonable judgments on the matters to be discussed.

Article 12 Where the Company convenes an annual general meeting, a written notice shall be issued at least 20 business days (excluding both the date of notice and the date of meeting) prior to the annual general meeting and at least 15 days or 10 business days (whichever is longer, and excluding both the date of notice and the date of meeting) prior to the extraordinary general meeting. If the laws, regulations and the securities regulatory authorities of the place where the shares of the Company are listed provide otherwise, such provisions shall prevail.

Article 13 The notice of the general meeting shall be given in writing and contain the following:

(1) the date, venue and duration of the meeting;

(2) matters and proposals submitted for consideration at the meeting;

(3) an obvious statement that: all shareholders are entitled to attend the general meeting in person, or appoint in writing proxies to attend and vote on his or her behalf and that such proxies need not be shareholders of the Company;

(4) name and telephone number of permanent contact person;

(5) the nature and extent of the material interests of any director, supervisor or senior management members in the transaction to be discussed, and the difference in case of the effect of the transaction to be discussed on such director, supervisor or senior management member as shareholders insofar as it differs from the effect on the shareholders of the same class;

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(6) the date and place for serving the power of attorney authorizing the proxy to vote;

(7) the record date for the determination of the entitlements of shareholders to the general meeting;

(8) other contents as stipulated by relevant laws, rules, regulations, regulatory documents, the listing rules of the place where the Company's shares are listed, and provisions of the Articles of Association.

The notice and supplementary notice of a general meeting shall adequately and completely disclose the specific contents of all proposals. Where the opinions of the independent directors are required on the issues to be discussed, such opinions and reasons thereof shall be disclosed when the notice or supplementary notice of the general meeting is served.

Article 19 Where a general shareholders' meeting is held over other means, the notice shall specify the voting time and voting matters of other means.

There shall be not more than 7 business days between the date of record and the date of the general meeting. The equity registration date shall not be changed once confirmed.

Article 14-20 If the election of directors or supervisors is proposed to be discussed at a general shareholders' meeting, the notice of the meeting shall adequately specify disclose the detailed information on the director or supervisor candidates, which shall at least include:

(1) personal particulars, including academic qualifications, working experience and concurrent positions;

(2) whether or not have any related party/connected relationship with the Company, its directors, senior management, controlling shareholders and actual controller;

(3) the number of shares of the Company held by such candidate, including the interests in shares of the Company within the meaning of Part XV of the SFO;

(4) whether or not such candidates have ever been penalized by the CSRC and other relevant authorities or disciplined by a stock exchange, or have other material dishonest conducts or other adverse records;

(5) other contents required by relevant laws, administrative regulations, and the securities regulatory rules of the place where the shares of the Company are listed.

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In addition to the cumulative voting system to elect directors, each candidate of director or supervisor shall be proposed in a separate proposal. Where two or more independent directors are to be elected at a general meeting, the cumulative voting mechanism shall be adopted.

Article 21 The notice of shareholders' meeting shall indicate the time and place of the meeting and specify the record date. There shall be not more than seven business days between the date of record and the date of the shareholders' meeting. The record date shall not be changed once confirmed. Any other specific requirements on the record date as required by the securities regulatory rules of the place where the shares of the Company are listed shall prevail.

Article 15 Unless otherwise stipulated by the laws, regulations and the Articles of Association, the notice of a general meeting shall be delivered by hand or prepaid mail to addresses shown in the register of members to be received by shareholders (whether they are entitled to vote at the general meeting or not). For the shareholders of domestic shares, announcement of the meeting may be issued by way of public announcement.

The announcement referred to in the preceding paragraph shall be published on the website designated by the securities regulatory authorities under the State Council. Once announced, it is deemed that all domestic shareholders have received the notice of the general meeting.

The notice of general meeting to H-share shareholders can be published through the website designated by the Hong Kong Stock Exchange and the website of the company. All holders of overseas listed shares shall be deemed as having received the notice of the general meeting once the announcement is published.

Article 16 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive such notice, shall not invalidate the meeting and the resolutions passed at the meeting.

Article 17-22 Once the notice of general shareholders' meeting is issued, the meeting shall not be postponed or cancelled without proper reasons, and proposals contained in the notice shall not be withdrawn. Once delay or cancellation occurs, the convener shall make an announcement and explanation at least two working days before the original convening date. Any other specific requirements on the record date as required by the securities regulatory rules of the place where the shares of the Company are listed shall prevail.

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Chapter 5 Holding of General Shareholders' Meetings

Article 18-23 The Company shall convene shareholders' meetings at its domicile or the location prescribed in the Articles of Association. The venue of a general meetings of the Company shall be the place where the Company is located or the place specified in the notice of the general meeting.

The general shareholders' meeting shall have a venue and be held on-site. The Company may facilitate shareholders attendance and voting at the shareholders' meeting by offering secure, cost-effective and convenient online or other means in accordance with laws, administrative regulations, the requirements of the CSRC and the Articles of Association for convening the meeting, and the venue of the meeting shall be clear and specific. The Company may also provide online voting means for the convenience of shareholders' attendance.

Shareholders may attend and exercise their voting rights at shareholders' meeting in person, or authorize proxies to attend and speak on their behalf and exercise their voting rights within the scope of authorization, and such proxy need not be a shareholder of the Company. Shareholders attending the meeting by the aforesaid means shall be deemed as present.

Article 24 The Company shall explicitly state the voting time and voting procedures for online or otherwise in the notice of shareholders' meeting.

The voting period for online or otherwise at the shareholders' meeting shall commence not earlier than 3:00 p.m. on the day prior to the on-site shareholders' meeting, and not later than 9:30 a.m. on the day of the on-site shareholders' meeting, and shall end not earlier than 3:00 p.m. on the day of closing the on-site shareholders' meeting.

Article 19-25 The board and other conveners shall take necessary measures to ensure normal order of the general shareholders' meeting. Behavior such as disruption of the meeting, provocation of trouble and infringement on the legitimate rights and interests of shareholders shall be prevented and promptly reported to relevant authorities for investigation.

Article 20-26 All shareholders whose names appear on the register of members on the record date or their proxies are entitled to attend the general shareholders' meeting, and have the right to speak at the general shareholders' meeting, and exercise their voting rights in accordance with the relevant laws, administrative regulations, the securities regulatory rules governing the listing of securities in the place where shares of the Company's securities are listed and the Articles of Association (except where the securities regulatory rules of the place where shares of the Company are listed require to abstain from voting on relevant resolutions), unless individual shareholders are required by relevant laws, regulations or the rules governing the listing of securities in the place where the Company's securities are listed to abstain from voting on certain matters. The Company and the convener shall not refuse for any reason. Each share held by a shareholder attending the shareholders' meeting shall carry one vote. No voting rights shall attach to the shares held by the Company in itself.

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Article 27 Shareholders attending the shareholders’ meeting shall present their own ID cards or other valid documents or certificates verifying their identity. Proxies shall additionally submit a power of attorney from the appointing shareholder and their own valid personal identification documents.

Article 28 The convener and the lawyer shall jointly verify the qualification of shareholders with the register of members provided by the securities depository and clearing agency, and shall register the name of the shareholders as well as the number of their voting shares. Such registration shall be ceased prior to the announcement by the chairman of the meeting of the number of shareholders and their proxies present at the meeting and the total number of their respective voting shares.

Article 29 Where directors and senior management members are required to be present at shareholders’ meeting, such directors and senior management members shall be present at the meeting and answer the queries from shareholders. Shareholders may attend a general meeting in person or appoint a proxy to attend and vote on their behalf within the scope of authorization.

Article 21 Individual shareholders who attend the meeting in person shall show the identification card, or other valid documents or certificates to show their identity. The proxy entrusted by shareholders to attend the meeting shall provide his/her identification card and the power of attorney of the shareholder.

An institutional shareholder shall entrust its legal representative (person in charge) or agent entrusted by such representative (person in charge) to attend the general meeting. When a legal representative (person in charge) attends the meeting, he/she shall present his/her identification card and an effective evidence of his/her qualification as a legal representative (person in charge); when an entrusted proxy attends the meeting, he/she shall present his/her identification card and the power of attorney in writing issued to him/her by the legal representative (person in charge) of a institutional person shareholder.

Article 22-30 The power of attorney issued by the shareholder authorizing his or her proxy to attend the general shareholders’ meeting should contain the following:

(1) the name of the appointer and the class and number of the Company’s shares held by such person and number of shares represented by the proxy;

(2) the name of the proxy whether or not the proxy has any voting right;

(3) the specific instructions of the shareholders, including instruction to vote for or against or abstain from voting on each and every issue included in the agenda of the general shareholders’ meeting, etc.;

(4) the date of issue and validity period of the power of attorney;

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(5) the signature (or seal) of the principal. If the principal is a corporate shareholder, the corporate seal shall be affixed.

Article 23 Any blank instrument of proxy sent to a shareholder by the board for use by him/her for appointing a proxy shall be in such form to enable the shareholder to freely instruct the proxy to vote in favor or against the related resolution(s), and to instruct separately in respect of each resolution dealing with business to be voted at the meeting. A power of attorney shall contain a statement that, in default of specific instructions from the shareholder, the shareholder's proxy may vote in his/her discretion.

Article 24-31 The power of attorney for voting shall be deposited at the Company's domicile or such other place as specified in the notice of the meeting at least 24 hours before the time appointed for holding the meeting at which the instrument proposes to vote, or 24 hours before the time appointed for the vote. Where such power of attorney for voting is signed by a person under a power of attorney on behalf of the appointer, that power of attorney or other authorization document shall be notarized. A notarized copy of that power of attorney or other authorization document together with the power of attorney for voting shall be deposited at the Company's domicile or such other place as specified in the notice of the meeting. If the appointer is an institutional shareholder, the legal representative (person in charge) or such person who is authorized by the resolution of its board or other governing body to act as its representative may attend the general meeting of the Company.

Article 25 A vote given by a proxy in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or loss of capacity of the appointer or revocation of the proxy or power of authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no notice in writing of such death, insanity, revocation or transfer as aforesaid has been received by the Company before the commencement of the meeting at which the proxy is used.

Article 26-32 The Company shall be responsible for preparing the meeting's register. Such register shall specify information such as the name of the persons (or organizations) attending the general shareholders' meeting, identity card number, residential address, number of shares or voting shares held, name of the persons (or organizations) the proxy represents.

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Article 27 The convener shall verify the qualification of shareholders with the register of members provided by the securities depository and clearing authority, and shall register the name of the shareholders as well as the number of their voting shares. The registration process shall end before the chairman of the meeting announces on site the number of shareholders and proxies that attend the meeting, and the number of their voting shares.

Article 28 When a general meeting is held, all directors, supervisors and secretary to the board of the Company shall attend the meeting, and the general manager and other senior management members shall also be present at the meeting.

Article 29-33 A general shareholders' meeting shall be convened by the board and presided over by the chairman of the board. Where the chairman of the board is unable or fails to perform his duties, a director shall be jointly elected by more than half of the directors to preside over the meeting. In the event that no such designation is made, a Shareholder as elected from the attending shareholders may preside over the meeting. If, for any reason, shareholders fail to elect the presider of the meeting, the shareholder (including proxy thereof, other than Hong Kong Securities Clearing Company Limited) holding the most voting shares thereat shall act as the presider of the meeting to preside over the meeting.

A general shareholders' meeting convened by the supervisory audit committee on its own shall be presided over by the chairman of the supervisory convener of the audit committee. Where the convener of the audit chairman of the supervisory committee is unable or fails to perform its duties, a member of the audit committee a supervisor shall be jointly elected by more than half of the audit committee members supervisors to perform relevant duties.

A general shareholders' meeting convened by shareholders on their own shall be presided over by the convener or a representative elected by the convener.

When a general shareholders' meeting is held and the presider violates these rules of the general shareholders' meeting which makes it difficult for the general shareholders' meeting to continue, a person may be elected at the general shareholders' meeting to act as the presider, subject to the approval of more than half of the attending shareholders having the voting rights.

Article 30-34 At an annual general shareholders' meeting, the board of directors and the supervisory committee shall report to general shareholders' meeting on their work in the past year, and each independent director shall also make a work report. Annual work reports of independent directors shall be disclosed no later than when the listing company issues its notice of annual general meeting.

Article 31 Directors, supervisors and senior management members shall provide explanation and clarification to the inquiries raised by the shareholders at the general meeting.

Article 32 The presider of the general meeting shall, before voting begins, announce the number of attending shareholders and proxies and the total number of their voting shares according to the register of the meeting.

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Chapter 6 Voting Procedures and Resolutions of General Shareholders' Meeting

Article 33-35 Resolutions of the general shareholders' meeting shall be divided into ordinary resolutions and special resolutions.

An ordinary resolution of a general shareholders' meeting shall be passed by more than one half of the voting rights (excluding the voting rights attached to treasury shares) held by the shareholders (including proxies) present at the meeting.

A special resolution of a general shareholders' meeting shall be passed by two-thirds of the voting rights (excluding the voting rights attached to treasury shares) held by the shareholders (including proxies) present at the meeting.

Article 34-36 The following matters shall be approved by ordinary resolution at a general shareholders' meeting:

(1) report on the work of the board and the supervisory committee;

(2) profit distribution plan and loss recovery plan formulated by the board;

(3) removal of members of the board and the supervisory committee, their remuneration and method of payment;

(4) annual financial budgets and statements of final accounts, balance sheet, income statement and other financial statements of the Company;

(5) the annual report of the Company;

(64) any matters not otherwise required by the laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed or these Articles of Association to be passed by special resolution.

Article 35-37 The following matters shall be approved by special resolution at a general shareholders' meeting:

(1) to increase or reduce the registered capital of the Company and issue any type of shares, options and other similar types of securities;

(2) to resolve on the issuance of corporate bonds or other securities and listing plan thereof;

(32) to resolve on the division, spin-off, merger, dissolution, or liquidation or transformation of the Company;

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(43) to make amendments to these Articles of Association;

(54) to consider purchase or sale of material assets by the Company within one year, or a guarantee amount provided to others exceeding 30% of the total assets in the most recent audit period of the Company;

(65) to formulate, revise and implement a share incentive scheme;

(76) other matters as stipulated by the laws, administrative regulations, the securities regulatory rules of the place where the shares of the Company are listed or these Articles of Association, and matters deemed by the general shareholders' meeting by ordinary resolution to have material effect on the Company and necessary for passing by special resolution.

Article 36-38 A shareholder who vote at the shareholders' meeting (including his/her proxy) shall exercise his/her voting rights based on the number of shares held, except for the circumstances where cumulative voting is applicable to the election of directors in accordance with the Articles of Association and the Rules. Each share shall have one vote.

No voting rights shall attach to the shares held by the Company, and such shares shall not be counted among the total number of shares with voting rights present at a general shareholders' meeting.

Article 39 The presider of the meeting shall, prior to voting, announce the number of shareholders and proxies attending the meeting as well as the total number of voting shares held by them, which shall be the number of shareholders and proxies attending the meeting and the total number of their voting shares as indicated in the meeting register.

Article 37-40 If the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed stipulate that any shareholder shall waive his/her voting right on a certain resolution or limit any shareholder to cast an affirmative or negative vote on a certain matter, and in case of any violation of such relevant stipulation or limitations, votes casted by such shareholders or proxies thereof shall not be adopted. When a shareholders' general meeting reviews related party/connected transactions, the related party/connected shareholders and their contacts shall not participate in When shareholders are related/connected to the matters to be considered at the shareholders' meeting, they shall abstain from voting and the number of shares with voting rights held represented by them will shall not be counted in the total number of shares with voting rights attending the shareholders' meeting valid votes. The voting result announcement of the shareholders' general meeting shall fully disclose the voting by non-related party/connected persons.

When major issues affecting the interests of small and medium-sized investors are considered at the shareholders' meeting, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be publicly disclosed in time.

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If a shareholder purchases the Company's shares with voting rights in violation of the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law, the shares exceeding the specified proportion shall not exercise voting rights within 36 months after the purchase, and will not be included in the total number of voting shares attending the shareholders' meeting.

The Board of Directors, independent directors, shareholders holding more than 1% of the shares with voting rights or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders' voting rights. No payments shall be made to the shareholders for the solicitation of their voting rights, and the specific voting intention and other information shall be fully disclosed to the solicited persons. The solicitation of shareholders' voting rights based on remuneration or disguised remuneration shall be prohibited. Except for statutory conditions, the Company shall not propose a minimum percentage of shareholding for the solicitation of voting rights.

Article 41 When a voting is made on election of directors at a shareholders' meeting, the cumulative voting system may be adopted in accordance with the requirements of the Articles of Association or the resolutions of the shareholders' meeting. A cumulative voting system shall be implemented when a single shareholder of a listed company and persons acting in concert with it holding 30% or more of the shares, or shareholders at the shareholders' meeting, vote on the election of two or more independent directors.

Before the general meeting considers matters relating to related party/connected transactions, the Company shall determine the scope of related party/connected shareholders in accordance with relevant laws, regulations and regulatory documents. Related party/connected persons or their authorized representatives may attend the general meeting, and may clarify their views to the shareholders in accordance with the procedures of the meeting, but they shall abstain from voting in a poll.

Where the general meeting considers matters relating to related party/connected transactions, related party/connected shareholders shall abstain from voting. If related party/connected shareholders fail to abstain from voting, other shareholders attending the meeting shall have the right to request them to abstain from voting. After related party/connected persons have abstained from voting, other shareholders shall vote according to their voting rights and pass the corresponding resolutions in accordance with the provisions of the Articles of Association and rules herein. The presider of the meeting shall announce the number of shareholders and proxies except related party/connected persons present at the general meeting and the total number of their voting shares.

In order to be valid, the resolutions made at the general meeting on matters relating to related party/connected transactions shall be passed by more than half of the votes cast by the non-related party/connected shareholders attending the general meeting. However, when the related party/connected transaction involves matters that need to be passed by special

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resolution as stipulated in the Articles of association and rules herein, the resolution of the general meeting, in order to become valid, has to be passed by more than 2/3 of the voting rights held by the nonrelated/connected parties attending the general meeting.

If a related party/connected party or its contact person violates the provisions of this article and participates in voting, the voting on the relevant related party/connected transaction shall be invalid.

Article 38-42 In addition to cumulative voting system, the general shareholders' meeting shall vote on all proposals one by one. In the event that there are different proposals on the same matter, they shall be voted and resolved in a chronological order of proposing such proposals. Unless the general shareholders' meeting is adjourned or no resolution can be made for special reasons such as force majeure, voting of such proposals shall neither be shelved nor refused at the general shareholders' meeting.

Article 39-43 When a proposal is put forward for discussion at the shareholders' general meeting, no modification of the proposal shall be made, or the relevant change shall be deemed as a new proposal which may not be voted at the meeting.

Article 40-44 Regarding proposals submitted for resolution, shareholders attending the general shareholders' meeting shall present: agreement, disagreement or abstaining, except that the securities depository and clearing institution as the nominal holder of Stock Connect stocks makes declaration based on the declaration of intention of the actual controller.

Any voter with a vote that is not filled in, incorrectly filled in or in unrecognizable writing or not cast shall be deemed as having waived the voting right and the corresponding voting shall be counted as "abstention".

The same voting rights shall be exercised in one manner only, i.e. on-site, online, or other voting methods. If the same voting power repeats in voting, the first voting result shall prevail.

Article 41 A general meeting shall be held by the venue meeting or other means permitted by laws and regulations.

Article 42 Unless the resolutions on relevant procedures of a general meeting or administrative matters which can be decided by the chairman in the spirit of honesty and credibility and shall be voted on by show of hands, voting for a general meeting shall be made by ballot.

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Article 43 If the matter on which voting by ballot is requested is to elect a meeting chairman or discontinue the meeting, voting by ballot shall be conducted at once; for other matters on which voting by ballot is requested, the meeting chairman will decide on when to conduct the voting, and the meeting may be continued to discuss other matters, and the voting results will still be deemed as resolutions passed at the meeting.

Article 44-45 Prior to the voting on proposals at a general shareholders' meeting, two shareholders' representatives shall be elected to perform vote counting and scrutiny. For the related party/connected shareholders having interests in the item to be considered, such shareholders and their proxies shall not participate in vote counting and scrutiny.

Article 45-46 When proposals are voted on at the general shareholders' meeting, solicitors, and the shareholders' representative and supervisors' representative and other relevant persons appointed according to the Hong Kong Listing Rules shall be jointly responsible for the counting and monitoring of the ballots according to the Hong Kong Listing Rules, and announce voting results of resolutions on the spot, which shall be recorded in minutes.

Shareholders of the Company or their proxies who cast their votes online or by other means shall have the right to check their voting results through the corresponding voting system.

Article 46-47 The conclusion time of general shareholders' meeting on-site shall not be earlier than that of online or other methods. The presider shall announce the voting result of every proposal on the spot and announce whether the proposal is passed or not according to the voting result.

Before the voting result is formally announced, the relevant parties including the company, counting officer, monitoring officer, and major shareholders and internet service provider involved at the spot of the general shareholders' meeting, online voting or other voting method shall have the confidentiality obligation.

Article 47 If the chairperson of the meeting has any doubt about the submitted result of the voting, he/she may organize a recount of the cast votes. If the chairperson of the meeting fails to count the votes, and the shareholders or proxies attending the meeting have any doubt about the result announced by the chairperson of the meeting, he/she has the right to demand a vote recount immediately following the announcement of the result, in which case the chairman of the meeting shall promptly organize a recount of the votes.

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Article 48 Resolutions of the general shareholders' meeting shall be announced in due time according to the relevant laws, regulations, departmental rules, regulatory documents, regulatory rules of the place where the shares of the Company are listed or the Articles of Association. The announcement of resolutions shall specify the number of attending shareholders and their proxies, the total number of voting shares they represent entitling the holders to attend and vote on the resolutions at the meeting and the proportion of these shares to the total number of the voting shares of the Company, the total number of shares entitling the holders to attend the meeting but required to abstain from voting in favor of the resolutions pursuant to the Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules"), the total number of shares held by holders who are required to abstain from voting pursuant to the Hong Kong Listing Rules, the total number of shares voting in favor of and the total number of shares voting against the resolutions, the total number of shares required to abstain from voting in the concurring votes and/or voting as requested by the regulatory rules of the place where the shares of the Company are listed (as specific to certain proposals, if any), whether the shareholder who is required to abstain from voting has given up the voting right, the voting method, the voting results for every resolution and the details of each of the resolutions passed, whether the person who expresses his intention to vote against the relevant resolution or abstain from voting right actually acts according to it at the shareholders' meeting, and the attendance rate of directors at the shareholders' meeting.

Article 49 Proposals not adopted or resolutions of the former general shareholders' meeting changed in this general shareholders' meeting shall be specially pointed out in the announcement on the resolution of the general shareholders' meeting.

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Article 50 The general shareholders' meetings shall have meeting minutes, which shall be recorded by the secretary to the board, and shall contain the following:

(1) the date, venue and agenda of the meeting, and the name of the convener;

(2) the names of the presider, and the directors, supervisors, general manager and other senior management members attending or present at the meeting;

(3) the number of attending shareholders and their proxies, the total number of voting shares they represent and the proportion of these shares to the total number of the shares of the Company;

(4) the consideration process of each proposal, summaries of the speeches and the voting result;

(5) details of the inquiries or recommendations of the shareholders, and the corresponding response or explanations;

(6) the name of solicitors, vote counters and scrutineer;

(7) other contents that shall be recorded in the minutes in accordance with the Articles of Association.

Article 51 The convener shall ensure the meeting minutes are true, accurate and complete. The attending or present directors, supervisors, Secretary to the board of directors, convener or their representatives and the chairman of the meeting shall sign on the minutes, and ensure that the minutes are truthful, accurate and complete. Effective documents such as the meeting minutes and the signed attendance record of the shareholders who attended in person, the proxy forms for the proxies present at the meeting and voting results obtained online or through other means shall be kept together for at least 10 years.

Article 52 A convener shall ensure that the shareholders' meeting continues until a resolution is formed. Where the general shareholders' meeting is suspended or no resolution can be made due to force majeure, or any other special reasons, necessary measures shall be taken to resume or directly terminate the general shareholders' meeting, and a timely announcement shall be made. The convener shall at the same time report to the branch office of the CSRC and the stock exchange at the place where the Company is domiciled.

Article 53 Where a proposal on election of directors or supervisors is passed at the general shareholders' meeting, the new directors and supervisors shall take office in accordance with the Articles of Association.

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Article 54 When the resolutions regarding cash distribution, bonus issue or conversion of capital reserve into share capital have been passed at the shareholders' meeting, the specific resolutions shall be implemented by the Company within two months after the conclusion of this shareholders' meeting.

Article 55 Where the Company repurchases its ordinary shares by issuance of preference shares to non-specific investors and repurchases its ordinary shares from specific shareholders of the Company by the consideration of issuance of preference shares to specific investors for the purpose of reducing its registered capital, the resolution regarding the repurchase of ordinary shares at the shareholders' meeting shall be passed by more than two-thirds of the voting rights held by shareholders present at the meeting.

The Company shall, on the day after the resolution on repurchasing ordinary shares has been passed at the shareholders' meeting, make an announcement of such resolution.

Article 54-56 The resolution of the general shareholders' meeting is invalid if it violates laws and administrative regulations.

The controlling shareholder and actual controller of the Company shall not limit or hinder small and medium investors from exercising their voting rights in accordance with laws, and shall not damage legal rights and interests of the Company and small and medium investors.

Where the procedures for convening and voting of general shareholders' meetings are in violation of laws, administrative regulations or the Articles of Association, or the resolutions violate the Articles of Association, shareholders are entitled to request the People's Court to revoke such resolutions within 60 days since the day they are made, except for those that have only minor flaws and have no substantial impact on resolutions.

Where the Board of Directors, Shareholders and other relevant parties have disputes over the qualifications of the convener, the convening procedures, the legality of the contents of the proposals, the validity of a resolution of the shareholders' meeting and other matters, they shall promptly file a lawsuit with the People's Court. Before the People's Court makes a revocation of the resolution or other judgement or ruling, the relevant parties shall implement the resolution of the shareholders' meeting. The Company, the Directors and senior management members shall effectively perform their duties, and implement the resolutions of shareholders' meetings in a timely manner, to ensure the normal operation of the Company.

If the People's Court makes a judgement or ruling on the relevant matters, the listed company shall perform its information disclosure obligations in accordance with the laws and administrative regulations, the provisions of the CSRC and the stock exchange, fully explain the impact, and actively cooperate with the implementation of the judgement or ruling after it has come into effect. Where correction of prior period matters is involved, it shall be dealt with in a timely manner and the corresponding information disclosure obligations shall be fulfilled.

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Chapter 7 Special Procedures for Voting at Class Meetings

Article 55 Holders of different classes of shares are class shareholders. Class shareholders are entitled to rights and are subject to the obligations pursuant to the laws, administrative regulations and the Articles of Association. All class shareholders of shall enjoy equal rights to receive dividends or other forms of distributions.

Article 56 Rights conferred on any class of shareholders may not be varied or abrogated unless approved by a special resolution of shareholders at a general meeting and by the class shareholders so affected at a separate meeting convened in accordance with Articles 57 to 61 herein.

Article 57 The following circumstances shall be deemed to be variation or abrogation of the rights of a class shareholder:

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

(2) to convert all or part of the shares of such class into shares of another class or to convert all or part of the shares of another class into the shares of such class or grant such conversion right;

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

(4) to reduce or remove a dividend preference or a liquidation preference attached to shares of such class;

(5) to add, remove or reduce conversion privileges, options, voting rights, transfer, pre-emptive rights, or rights to acquire securities of the Company attached to shares of such class;

(6) to remove or reduce rights to receive payment payable by the Company in particular currencies attached to shares of such class;

(7) to create a new class having voting or equity right or privileges equal or superior to those of the shares of such class;

(8) to restrict the transfer or ownership of the shares of such class or add to such restriction;

(9) to issue rights to subscribe for, or convert into, shares in the Company of such class or another class;

(10) to increase the rights or privileges of shares of another class;

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(11) to restructure the Company where the proposed restructuring will result in different classes of shareholders bearing a disproportionate burden of such proposed restructuring;

(12) an amendment or abrogation of the terms of the Articles.

Article 58 Shareholders of the affected class, whether or not otherwise having the right to vote at general meetings, shall nevertheless have the right to vote at class meetings in respect of matter concerning Articles (2) to (8), (11) and (12) above, but interested shareholder shall not be entitled to vote at class meetings.

The meaning of "interested shareholder" in the preceding paragraph is:

(1) if the Company has made a buy-back offer to all shareholders in the same proportion or has bought back its own shares through open transactions on a stock exchange in accordance with the Articles of Association, the "interested shareholder" refers to controlling shareholders as defined in the Articles of Association;

(2) in the case of a repurchase of shares by an off-market contract according to the Articles of Association, the "interested shareholder" refers to a holder of the shares to which the proposed contract relates;

(3) in the case of a restructuring of the Company, the "interested shareholder" refers to a shareholder within a class who bears less than a proportionate burden imposed on that class under the proposed restructuring or who has an interest in the proposed restructuring different from the interest of shareholders of that class.

Article 59 Resolutions of a class-general meeting shall be approved by more than two-thirds of the voting shares represented by shareholders of that class present at the meeting in accordance with the preceding Article.

A written notice convening a class meeting shall, in accordance with Article 12 herein, be given before its convention, to notify shareholders whose names appear in the register of members for such class shares of the matters proposed to be considered and the date and place of the meeting.

Any other specific requirements as required by the securities regulatory authority at the place where the shares of the Company are listed shall prevail.

Article 60 Notice of class meetings need only be served on shareholders entitled to vote thereat.

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Class-general meetings shall follow a procedure most similar to that for general meetings, and the provisions in the Articles of Association and this proposed formulation concerning the procedure for general meetings shall apply to class-general meetings.

Article 61 In addition to holders of other class shares, holders of domestic shares and overseas-listed foreign shares are deemed to be shareholders of different classes. The special procedures for voting at a class of shareholders shall not apply in the following circumstances:

(1) where the Company issues domestic shares and overseas-listed foreign invested shares, upon the approval by a special resolution of its general meeting, either separately or concurrently once every 12 months, not exceeding 20% of each of its existing shares externally issued;

(2) Shares (including domestic and foreign shares) already issued but not listed of the Company, after approval from the securities-regulatory authority under the State Council, are converted to overseas-listed shares.

Chapter 8 The Authorization Conferred by the General Meeting upon the Board of Directors

Article 62 On the premise of not violating the laws and legal regulations and the Articles of Association, the board of directors can be authorized by the resolution passed by the general meeting.

Article 63 Matters which, in accordance with laws, administrative regulations, departmental rules or the provisions of the Articles of Association, shall be approved at a general meeting, shall be deliberated by the general meeting to ensure the decision-making power of the shareholders. Under necessary, reasonable and legal circumstances, the general meeting may authorize the board of directors to determine specific issues which cannot or is unnecessary to be decided upon immediately at such general meetings.

For authorization conferred by the general meeting on the board of directors, if it is for an ordinary resolution, it shall be passed by more than one-half of the voting rights held by the shareholders (including proxies) present at the meeting. If it is for a special resolution, it shall be passed by two-thirds of the voting rights held by the shareholders (including proxies) present at the meeting. The authorization should be clear and specific.

Article 64 When deciding on issues so authorized, the board of directors shall discuss and verify the matters thoroughly and may appoint intermediaries to provide advice, if necessary, to ensure scientific and reasonable decision-making on the matters.

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Chapter 9 Implementation of Resolutions of General Meetings

Article 65 The board is responsible for the organization and implementation of the resolutions passed at the general meetings and the resolutions will be handed over to the management of the Company to undertake specific tasks according to the content of the resolutions and the division of responsibilities; for resolutions needed to be implemented by the supervisory committee, they shall be organized and implemented by the supervisory committee directly.

Article 66 The implementation of the resolutions of the general meeting shall be reported by the general manager to the board, and the board shall report the same to the next general meeting; matters involving the implementation by the supervisory committee shall be reported directly to the general meeting by the supervisory committee, and may also be reported to the board first when deemed necessary by the supervisory committee.

Article 67 The chairman of the board of the Company shall supervise and inspect the implementation of the resolutions except those required to be executed by the supervisory committee, and may convene an extraordinary meeting of the board to listen to and review the progress of implementation of the resolutions of the general meeting if necessary.

Chapter 10-7 Supplemental Provisions

Article 68-57 In case of any matters not covered in these rules or in conflict with the provisions of laws, regulations, the securities regulatory rules of the place where the Company's shares are listed, or other normative documents, as promulgated after these rules come into effect, or in conflict with the Articles of Association, the said provisions of laws, regulations, the securities regulatory rules of the place where the Company's shares are listed, other normative documents or the said Articles of Association shall prevail.

Article 69-58 Unless otherwise specified, terms used herein shall have the same meanings ascribed to them in the Articles of Association.

Article 70-59 The rules shall take effect and be implemented from the date of consideration and approval by the general shareholders' meeting of the Company. Since the effective date of the present Rules, the original Rules of Procedures for General Meetings of the Company shall be automatically invalidated.

Article 71-60 The Rules shall be interpreted by the board.

APPENDIX VI

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

REMEGEN CO., LTD.* RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

Chapter 1 General Provisions

Article 1 In order to further standardize the discussion methods and decision-making procedures of the Board (the "Board") of RemeGen Co., Ltd.*, promote the directors and the Board to effectively perform their duties, and improve the standard operation and scientific decision-making level of the Board, in accordance with the relevant laws, regulations and regulatory documents of the Company Law of the People's Republic of China (the "Company Law"), the Code of Corporate Governance for Listed Companies and the Guidelines for Articles of Association of Listed Companies, and securities regulatory rules of the place where the shares of the Company are listed and Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchanges (the "Sci-Tech Innovation Board Listing Rules"), Measures for the Management of Independent Directors of Listed Companies (the "Management Measures"), Self-Regulatory Guideline for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Regularization of Operation, Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules"), and Articles of Association of the Company (the "Articles of Association"), the rules of procedures (hereinafter referred to as the "Rules") are formulated.

Article 2 The Company shall have a board of directors pursuant to laws. The members of the Board shall be elected by the general shareholders' meeting of shareholders and entrusted by the general meeting of shareholders. They are responsible for the operation and management of the Company's corporate property. They are the decision-making centre of the Company and are accountable to the general shareholders' meeting of shareholders.

Article 3 The Board shall comprise nine-seven to eleven directors and shall have one Chairman. The proportion of independent (non-executive) directors in the Board of the Company shall not be less than one-third, with a minimum of three independent (non-executive) directors and at least one of them shall be an accounting professional.

Those who are nominated as independent director candidates in their capacity as accounting professionals shall possess extensive accounting expertise and experience with appropriate accounting or relevant financial management expertise as required by the Hong Kong Listing Rules, and meet at least one of the following criteria:

(I) being qualified to practice as a Certified Public Accountant;

(II) possessing a senior title, associate professor title or doctoral degree in accounting, auditing or financial management;

APPENDIX VI

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

(III) possessing a senior title in economic management with at least 5 years of full-time working experience in professional positions in accounting, auditing or financial management.

At least one independent director of the Company is ordinarily resident in Hong Kong.

Article 4 The Board of the Company has established the Strategy Committee, the Audit Committee, the Nomination Committee and the Remuneration and Appraisal Committee. All members of the special committees shall be directors, among which, the majority of the members of Audit Committee, Nomination Committee and Remuneration and Appraisal Committee shall be independent directors and serve as conveners. All At least one of the members of the Audit Committee shall be an independent director, at least one of whom shall be an independent director who possesses appropriate professional qualifications provided in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") or possesses appropriate accounting or relevant financial management expertise. The convener of the audit committee shall be an independent director who is an accounting professional. Chairman of each of the special committees shall be appointed and dismissed by the Board.

Article 5 The Board of the Company shall explain to the general shareholders' meeting on the non-standard auditor's opinions issued by certified public accountants on the Company's financial reports.

Article 6 The following matters of Company shall be submitted to the Board for deliberation after being approved by a majority of all independent directors:

(1) related (connected) transactions that shall be disclosed;

(2) plans for the Company and related parties to change or waive commitments;

(3) decisions made and measures taken by the board of directors of the acquired company in relation to the acquisition;

(4) other matters as stipulated by laws, administrative regulations, regulatory rules of the place where the Company's shares are listed and the Articles of Association.

Article 76 The Board shall exercise the following functions and powers:

(1) to convene general shareholders' meetings and report to general shareholders' meetings;

(2) to implement resolutions of general shareholders' meetings;

(3) to determine the Company's business and investment plans;

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

(45) to prepare the profit distribution and loss offset plans of the Company;

(56) to formulate proposals for the Company in respect of increase or reduction of registered capital, issue of bonds or other securities and the listing thereof;

(67) to formulate plans for material acquisitions, purchase of shares of the Company, merger, division, dissolution or transformation of the Company;

(87) to determine, within the authority granted by the general shareholders' meeting, such matters as external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, related party/connected transactions, external financing donations, etc.;

(9) to approve the matters in relation to investment, acquisition or disposal of assets, financing and related party/connected transactions as required by the listing rules of the stock exchange where the shares of the Company are listed;

(108) to decide the internal management organizations of the Company;

(119) to decide to appoint or dismiss the general manager, and the secretary of the Board and other senior managers of the Company, and decide on their remuneration, rewards and penalties; to decide to appoint or dismiss the president, senior vice president, chief medical officer, chief financial officer and other senior managers of the Company according to nomination of the general manager, and decide on their remuneration, rewards and penalties;

(120) to set up the basic management system of the Company;

(113) to formulate the proposals for any amendment to the Articles of Association;

(142) to propose to the general shareholders' meeting the appointment or replacement of the accounting firms which provide audit services to the Company;

(135) to listen to reports on the work of the general manager and review his/her work;

(146) to manage the information disclosure of the Company;

(157) to exercise other functions and powers as stipulated by laws, administrative regulations, department rules, securities regulatory rules of the place where the shares of the Company are listed, or the Articles of Association or the shareholders' meeting.

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For the previous resolutions made by the board of directors, except for Article (65), (67) and (113), which must be approved by more than two thirds of the directors, the rest shall be approved by more than half of the directors.

Matters beyond the scope of authorization of the general shareholders' meeting to the Board shall be submitted to the general shareholders' meeting for consideration.

The specific powers of the Board stipulated in the Company Law shall be collectively exercised by the Board, shall not be authorized to be exercised by others, and shall not be altered or deprived by means of the Articles of Association, resolutions of the general shareholders' meeting of shareholders, etc.

Other powers of the Board as stipulated in the Articles of Association shall be subject to collective decision-making approval for major business and matters, and shall not be authorized to single or several directors to make decisions separately.

The Board shall determine the authorization relating to such as external investment, purchase and disposal of assets, asset mortgage, external guarantee, consigned financial management and party/connected transactions and external donations, and shall establish strict examination and decision making procedure; and organize relevant experts and professionals to make assessments on material investment projects and report to the general shareholders' meeting for approval.

Article 87 The Board deliberates the purchase and sale of assets, foreign investment (except for the purchase of bank financial products), transfer or assignment of R&D projects, signing license agreements, leasing in or leasing out of assets, entrusting or entrusted for management of assets and business, donation or receiving donation of assets, creditor's rights, debt restructuring, provision of financial assistance and other transactions; as well as, matters not within the scope of approval of the general shareholders' meeting, which by referring to the transactions identified by the Shanghai Stock Exchange as, within twelve months in a row, involving single or cumulative transaction amount reaching one of the following standards:

(1) if the total assets involved in the transaction account for more than 10% of the Company's total assets audited in the latest period, and if the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;

(2) that the transaction amount accounts for more than 10% of the Company's market value;

(3) that the net assets of the transaction subject (such as equity) in the latest accounting year account for more than 10% of the Company's market value;

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(4) that the operating income of the transaction subject (such as equity) in the latest accounting year accounts for more than 10% of the audited operating income of the Company in the latest accounting year, and exceeds RMB10 million;

(5) that the profit arising from the transaction represents more than 10% of the audited net profit of the eCompany for the most recent accounting year and the absolute amount exceeds RMB1 million in absolute amount;

(6) that the net profits of the transaction object (such as equity) in the latest accounting year account for more than 10% of the audited net profits of the Company in the latest accounting year, and exceed RMB1 million in absolute amount;

If any data involved in calculation of above items (1) to (6) is negative, the absolute value shall apply. The net profit indicator in the above standards can be exempted before the company makes profits.

(7) Matters relating to external guarantees other than those required by the Articles of Association to be considered by the general shareholders' meeting;

(8) Matters relating to related party/connected transactions that should be considered by the Board in accordance with the Sci-Tech Innovation Board Listing Rules and the Hong Kong Listing Rules;

The purchase or sale of assets stated in this Article does not include the purchase of raw materials, fuel and power, and the sale of products or commodities in connection with ordinary operations.

Article 98 The chairman of the Board shall convene and chair an extraordinary board meeting within 10 days if:

(1) when at least one-tenth of the shareholders with representing at least one-tenth of voting rights make a proposal;

(2) when at least one third of the directors make a proposal;

(3) when half of the independent directors make a proposal;

(4)(3) when proposed by the supervisory committee audit committee;

(5) when the Chairman considers it necessary;

(6) when proposed by the General Manager;

(7)(4) other circumstances as provided for in the Articles of Association.

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Article 109 More than half of the directors shall be present at a meeting of the Board. A resolution of the Board must be passed by more than half of all directors of the Company.

The General Manager and the Secretary of the Board shall attend the Board meeting; the Supervisor, the President, the Senior Vice President, the Chief Medical Officer and the Chief Financial Officer and the Secretary of the Board may attend the meeting as required.

The Board may invite intermediaries or experts in industry, business, law and finance to attend board meetings and provide professional advice.

Article 110 Board meetings shall be attended by the directors themselves or, if they are unable to attend for any reason, they may delegate their attendance in writing to another director in accordance with the provisions of the Rules.

Chapter 2 Rules for Meeting Proposals

Article 1211 Matters to be considered by the Board shall be decided by way of a proposal. The Secretary of the Board shall be responsible for collecting, collating and submitting proposals to the Board for consideration and resolution.

For the purpose of the Rules, a proposal is a matter to be considered which is formally included in the deliberations of the Board and a matter to be considered and which has been submitted by the proposer, but not yet included in the deliberations of the Board, and the person or entity making the proposal is referred to as the proposer. The proposal includes, but is not limited to, the name of the proposal, its content, the necessary analysis of the arguments, etc. and is signed or sealed by the proposer.

Article 13-12 Every proposal shall be sent to the Secretary of the Board. The Secretary of the Board shall compile and classify all proposals and submit them to the Chairman for examination. If the Chairman considers that the content of a proposal is unclear or specific or the relevant materials are insufficient, he/she may request the proposer to amend or supplement it.

The contents of the proposal shall be sent to all directors and to those persons required to attend the meeting together with the notice of the meeting.

Article 1413 Where a proposal is made to convene an extraordinary meeting of the Board in accordance with the Rules, a written proposal signed (sealed) by the proposer shall be submitted through the Secretary of the Board or directly to the Chairman of the Board. The following should be stated in the written offer:

(1) the name of the proposer or names;

(2) the objective grounds on which the proposal or offer is based;

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(3) the time or timeframe, place and manner of holding the proposed meeting;
(4) a clear and specific proposal;
(5) contact details of the proposer, date of the proposal, etc.

Proposals should be on matters within the responsibility scope of the Board as set out in the Articles of Association, and documents relating to the proposals should be submitted together with the proposals.

The Secretary of the Board shall, on receipt of the above written proposal and the relevant materials, forward the same to the Chairman on the same day. If the Chairman considers that the content of the proposal is unclear, specific or the relevant material is insufficient, he may request the proposer to amend or supplement it.

Article 1514 Proposals of the Board shall be subject to the following conditions:

(1) the content is not inconsistent with the provisions of laws, regulations and the Articles of Association and is within the scope of the Company's business activities and the responsibilities of the Board;
(2) the proposal must be in the interests of the company and the shareholders;
(3) there are clear issues and specific matters;
(4) shall be submitted in writing.

Article 1615 The following persons/organisations may entities have the right to submit proposals to the Board:

(1) Shareholders who, individually or collectively, hold more than 3% of the total number of voting shares in the company;
(2) Any one of the directors;
(3) The supervisory committee special committees of the Board
(4) General Manager, Chief Financial Officer, and Secretary to the Board.

The proposals in (3) and (4) above should be confined to matters within the scope of their duties.

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Article 1716 If, in the course of the discussion of a proposal, the directors disagree on a question or part of a proposal, the proposal may be amended at the meeting in accordance with the vote taken, provided that the directors alone vote on the amendment of the question or part of the proposal by the directors alone shall be approved by a majority of all directors. The directors shall vote again on the proposal after it has been amended at the meeting in accordance with the vote taken.

Chapter 3 Notice of Meetings and Sign-in Rules

Article 1817 The board meeting are classified as regular meetings and extraordinary ones. Regular meetings of the Board shall be held at least four to times a year at least and shall be convened by the Chairman of the Board, and all directors shall be notified in writing 10 days before the meeting. Notices of extraordinary meetings shall be served to all directors 3 days before the meeting. If the situation is urgent and it is necessary to convene an extraordinary meeting of the Board as soon as possible, notice of the meeting may be given without being subject to the restriction listed in the preceding article.

Article 19 Notice of regular meetings of the Board shall be given to all directors and supervisors 14 days in advance and notice of extraordinary Board meetings shall be sent 3 days in advance.

Notice of meetings of the Board shall be given in writing, by personal delivery, express mail, facsimile, electronic mail, telephone or other means of communication or in such other manner as may be provided for in the Articles of Association.

If the situation is urgent and it is necessary to convene an extraordinary meeting of the Board as soon as possible, notice of the meeting may be given at any time by telephone or other verbal means, but the convenor shall make an explanation to that effect at the meeting.

Article 2018 The Secretary of the Board shall be responsible for notifying all directors and personnel concerned and for preparing for the meeting. The notice of the board meeting includes the following:

(1) the time date and venue of the meeting;
(2) the form duration of the meeting;
(3) matters (proposals) to be deliberated; reasons and details of the matters;
(4) convener and chairman of the meeting, proposer of and written proposal for the extraordinary meeting;
(5) documents needed for voting of directors;

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(6) requirements for the directors to attend the meeting in person or by proxy;
(7) contact person and contact details;
(8)(4) the issuance date of the notice.

The verbal notice shall at least include the information of the aforesaid item (1), (2) and (3) and the explanations on holding the extraordinary meeting of the Board under urgent circumstance.

Article 2419 After the written notice for the regular meeting of the Board is issued, if the time and venue to convene the meeting shall be changed or the meeting proposal shall be added, changed and cancelled, the written change notice shall be issued three days before the originally scheduled meeting date, specifying the situation and relevant contents and materials about the new proposal. If it is less than three days in advance, the date of the meeting shall be postponed accordingly or the meeting shall be held as scheduled with the approval of all directors present.

Article 2220 Where, after sending out the notice of the extraordinary Board meeting, there is a need to change the date or place of the meeting, or to add, change or cancel the proposals of the meeting, the approval by all directors attending the meeting shall be obtained in advance and records thereof shall be made.

The person to whom notice of a meeting is given shall inform the Secretary of the Board as soon as possible whether or not he/she is attending the meeting in accordance with the return receipt requested in the notice of the meeting.

Article 2321 A director shall, as a general rule, attend meetings of the Board in person. If a director is unable to attend be present at a meeting for any reason, he/she shall review meeting materials in advance to form a clear opinion and may appoint another director in writing to attend and vote in his/her stead. To appoint a proxy, it is necessary to set out in writing the following:

(1) the names of the principal and the trustee-proxy;
(2) a brief comment from the principal on each proposal the relevant matters;
(3) the scope of the principal's authority and instructions on the intention to vote on the proposal; and the valid duration of the authority;
(4) signature or seal of the principal, date, etc.

Directors being appointed shall submit a written power of attorney to the moderator of the meeting, and state the same on the attendance book of the meeting.

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The proxy director at the meeting shall exercise the director’s right within the scope of authorization. A director who is not present at a meeting of the Board and does not appoint a proxy shall be deemed to have abstained from voting at that meeting.

Article 2422 The following principles shall govern the appointment and attendance at meetings of the Board:

(1) in the consideration of related (connected) transactions, a non-related director shall not appoint a related director to attend on his behalf; nor shall a related director accept an appointment from a non-related director;

(2) an independent director shall not appoint a non-independent director to attend on his behalf; nor shall a non-independent director accept an appointment from an independent director;

(3) a director shall not give his/her absolute authority to another director to attend in his stead without stating his personal opinion and intention to vote on the proposal, nor shall such director accept a proxy with full authority and authority which is unclear;

(4) (3)(4) a director shall not accept a proxy from more than two directors, nor shall a director appoint a director who has accepted a proxy from two other directors to attend the meeting on behalf of him/her.

Article 2523 A rule for signing in at meetings of the Board shall be adopted whereby all persons attending a meeting shall sign in person and shall not be permitted to sign on behalf of others. The meeting attendance book is kept together with other written documents for the meeting.

Chapter 4 Rules of Procedure and Voting

Article 2624 The Board shall conduct its business by convening meetings of the Board. A resolution of the Board shall be passed by a majority of all the directors. Where the laws, administrative regulations and the Articles of Association stipulates that the consent of even more directors is necessary for the Board to form the resolutions, the relevant provision shall apply. If the Board resolves the guarantee matters within its scope of authority in accordance with the Articles of Association, such resolution shall be agreed by more than two-thirds of directors attending the meeting, in addition to as agreed by more than half of all directors of the Company.

Article 2725 Voting at Board meetings shall be conducted by registered voting.

Board meetings may be held by a meeting on-site or by a communications conference or by a combination of both.

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As for the voting on a resolution of the Board, each director shall have one vote. If the meetings of the Board are convened via telephone, video or other instant communication instruments, it shall be ensured that the participating Directors are able to hear clearly other Directors’ speeches and are able to communicate with each other. Sound records and video records shall be made for such meetings. Where the Directors are not able to sign the meeting resolutions immediately at such meetings, they shall cast their votes orally and complete the signing on written resolutions as soon as possible. Oral voting by the Directors shall have the same effect as signature in writing, but the signature in writing shall comply with the earlier oral voting at the meetings. If there is any discrepancy between such signature and oral voting, the oral voting shall prevail.

Article 2826 Each director shall have one vote. In the case of an equality of votes, the Chairman shall be entitled to an additional vote.

Article 2927 If the method of registered voting is adopted, the secretary of the board of directors shall be responsible for organizing the production of the votes of the board of directors. A vote of the Board shall include the following matters:

(1) the term, time and place of the Board;
(2) name of director;
(3) matters requiring consideration for voting;
(4) directions for voting for in favour, against and abstaining from voting;
(5) other matters to be noted.

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Attending directors shall make one option from “agree”, “against” or “abstain”. Where any director does not make any option or makes two or more options, the presider of the meeting shall ask relevant director to make choice again, and if the director refuses to make choice, or if any director leaves the meeting venue halfway without making a choice, he/she shall be regarded as abstaining from voting.

Article 3028 Voting papers shall be distributed to the directors present at a meeting before the Board votes on each matter under consideration and shall be collected after the vote has been taken.

A director appointed by another director to vote on his/her behalf shall, in addition to holding a vote for himself/herself, hold a vote on behalf of the director appointing him/her and shall state in the director name column “Voted on behalf of xxx director” on such vote.

Article 3129 The Board shall proceed to vote on each item of business on the agenda and shall not withhold or refrain from voting on any matter for any reason.

Article 3230 The Chairman shall preside at meetings of the Board. Whenever the chairman is unable to or fails to exercise his/her powers, a director voted by more than one half of the directors shall perform the duties.

Article 33 Every question to be discussed by the Board shall be presented through a central address delivered by the proposer or by a designated director, stating the substance of the question, the leading view of the proposal, etc.

Article 3431 When a director has related/connected relationship with an enterprise or individual involved in the matters of to be resolved by related party/connected transactions are considered by the Board meeting, or a director or any of its close associates (as defined in the Hong Kong Listing Rules) has material interest in any contract, arrangement or any other suggestion of resolutions at the Board meeting (other than the exceptions provided in the Hong Kong Listing Rules), such director shall report in writing to the board of directors on a timely basis. A director who has related/connected relationship or material interest shall not exercise his voting right at such resolution, nor shall he/she vote on behalf of the other directors and nor shall he/she be counted in the quorum of such meeting. Such Board meeting may be held with more than half of the non-related/connected directors present, an interested director shall not vote, nor shall he/she vote on behalf of the other directors, nor shall he/she be counted in the quorum for voting purposes, but he/she may attend the meeting and state his/her views.

When the Board of directors considers a related party/connected transaction, a meeting of the Board of directors may be held with more than half of the non-related/connected directors present, and a resolution at a meeting of the Board of directors must be approved by a majority of the non-related/connected directors. If the number of non-related/connected directors attending the meetings is less than 3, the issue shall be submitted to the general shareholders’ meeting for consideration.

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In this article, “related relationship” shall have the same meaning as defined in the Listing Rules. If other stock exchange where the Company’s shares are listed sets out more stringent rules in relation to the matters in relation to which any director should abstain from voting, the directors should comply with the more stringent rules.

Article 3532 Unless approved by all the directors attending the meeting, proposals not included in the notice of meeting shall not be voted at the meeting of the Board. Directors attending the Board meeting as proxy shall not vote on proposals which are not included in the notice of the meeting on behalf of other directors.

Article 36 For each item under consideration, at least two directors shall be elected from among those present at the meeting to take part in the count and shall be supervised by a Supervisor, and the result of the count shall be announced on the spot by the representative of the counters.

Article 3733 The presider of the meeting shall decide whether resolutions are passed according to the voting results and announce such results in the meeting. The result of the vote on the resolution shall be recorded in the minutes of the meeting.

Article 3834 If the presider is in any doubt as to the result of a resolution put to the vote, he/she may count the votes cast; if a vote is to be counted and a director present at the meeting objects to the announcement of the result by the presider, he/she shall be entitled to request a vote count immediately after the announcement of the result and the presider shall count the votes immediately.

Article 3935 When more than one half of the directors attending the meeting deem the proposals unclear or unspecific, or that documents of the meeting are so inadequate that they are unable to make a judgement on the relevant matters, the presider shall ask the meeting to defer the vote on such proposals.

The directors who suggest suspending the voting shall put forward specific requirements necessary for the resubmission of a proposal.

Article 4036 The directors present shall sign the minutes of the meeting and the resolutions on their own behalf and on behalf of those directors who have appointed them to attend the meeting. If a director disagrees with the minutes of a meeting or the record of a resolution, he/she may make a written statement to that effect at the time of signing.

A director shall be deemed to be in full agreement with the contents of the minutes and resolutions if he/she neither signs the same nor gives a written explanation of his dissenting opinion as required by the preceding clause.

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Article 4137 The directors shall be responsible for the resolutions of the Board. If a resolution of the Board of directors violates laws, regulations or the Articles of Association and the resolutions at the shareholders' meeting of the Company and causes the Company to suffer serious loss, directors who participated in the resolution shall be liable to the Company for compensation; but however, if it is proved that certain director(s) expressed his/her dissenting opinion at the time of voting and recorded that in the minutes of the meeting, he/she shall be exempted from liability. A director who does not attend a meeting, nor appoint a proxy, nor give written advice on any matter before or at the time of the meeting shall be deemed not to have dissented and shall not be relieved of such liability.

Chapter 5 Minutes

Article 4238 Minutes shall be kept of meetings of the Board and shall be signed by the directors present the secretary to the Board and by the recorder. A director who is present at a meeting shall be entitled to have an explanatory note made in the minutes of what he has said at the meeting.

In addition to the minutes of meetings, the Secretary of the Board may, if necessary, take concise minutes of the proceedings of the meetings and make separate minutes of the resolutions formed at the meetings based on the results of the voting.

The secretary of the Board shall be responsible for the custody of the written information such as attendance books, power of attorney, votes, minutes, resolutions, etc. for a period of not less than ten years.

Article 4339 The minutes of the Board meetings shall include the following:

(1) the date and place of the meeting and the name of the person convening it;

(2) the names of the directors present and the names of those directors (proxies) who are appointed by others to attend the Board meeting;

(3) agenda for the meeting;

(4) the main points and key comments of the directors' speeches (including any concerns or objections);

(5) the manner of voting and the result of each resolution (the result of the vote shall indicate the number of votes cast in favour, against or abstention).

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Article 44 If it is not possible to complete the minutes immediately after the meeting due to shortage of time, the secretary of the Board shall be responsible for completing the minutes within 3 days after the meeting and sending them to each director by reasonable means such as personal delivery, express mail or email. Each director shall sign the minutes of the meeting within 3 days of their receipt and shall deliver the signed minutes to the Company. If the directors have any comments or objections to the minutes, they may refuse to provide their signatures, but they shall send their written comments to the Company at the time and in the manner hereinbefore provided.

In the event of any error or omission in the minutes of the Board, the Secretary of the Board shall correct the same and the director shall sign the corrected minutes.

Chapter 6 Enforcement of Board Resolutions

Article 4540 Once a resolution has been formed at a Board meeting, the executive identified in the resolution is responsible for organising and implementing it, and reporting the results to the Chairman.

Article 4641 The Chairman shall supervise the implementation of the Board's resolutions, check the implementation of the resolutions and report on implementation of the resolutions at subsequent Board meetings.

The Secretary of the Board shall report to the Chairman of the Board in a timely manner on implementation of the Board's resolutions and communicate the Chairman's views to the relevant directors and the management of the Company in a factual manner.

The secretary of the Board may assist the Board in supervising and checking the implementation of the Board's resolutions by collecting and inspecting relevant documents and communicating with relevant personnel.

The Board may require members of the management to report orally or in writing to the Board on implementation of the Board's resolutions and on significant production and operation of the Company.

Chapter 7 Supplementary Provisions

Article 4742 In case of any matters not covered in the Rules or in conflict with the provisions of then-effective laws, regulations, securities regulatory rules of the place where the Company's shares are listed or other normative documents, or in conflict with the Articles of Association, the said provisions of laws, regulations, regulatory rules of the place where the Company's shares are listed, other normative documents or the said Articles of Association shall prevail.

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Article 4843 Unless otherwise specified, terms used herein shall have the same meanings ascribed to them in the Articles of Association.

Article 4944 The rules shall take effect and be implemented from the date of consideration and approval by the general shareholders' meeting of the Company. Since the effective date of the Articles of Association, the former Rules of Procedure of the Board of the Company shall be automatically invalidated.

Article 5045 The Rules shall be interpreted by the Board.

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REMEGEN CO., LTD.* TERMS OF REFERENCE FOR THE INDEPENDENT DIRECTORS

Chapter 1 General Provisions

Article 1 In order to further consummate corporate governance structure of RemeGen Co., Ltd.* (the "Company"), improve the structure of the Board of Directors, strengthen the discipline and supervision mechanism for internal directors and managers, protect the interests of small and medium shareholders and creditors, and promote the standardized operation of the Company, these rules are formulated in accordance with relevant laws and regulations of the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China, and Guiding Opinions on Establishing an Independent Director System in Listed Companies, Measures for the Management of Independent Directors of Listed Companies (the "Management Measures"), the securities regulatory rules of the place where the shares of the Company are listed and the Listing Rules and the Rules Governing the Listing of Stocks on the STAR Market of the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules"), the Self-Regulatory Guideline for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Regularization of Operation, and the requirements of the articles of association of the Company (the "Articles of Association").

Article 2 Independent director means a director who does not take any position of the Company except director, and he/she has no direct or indirect interested relationship with the Company and the major shareholder of the Company, actual controllers, or does not have any relationship, which will bias his objective judgment. The term "independent director" in these rules shall have the meaning given to it under the Rules Governing the Listing of Securities on the Stock Exchange in Mainland China and shall also mean "independent non-executive director" under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules").

Article 3 Independent director owes the Company and all the shareholders loyalty and diligent duties. Independent director shall perform duties conscientiously, play a role in participating decision-making, providing oversight and check-and-balance and offering professional advice in the Board, and safeguard the overall interests of the Company as well as the legal rights and interest of minority shareholders, in accordance with the laws, administrative regulations, the regulations of the China Securities Regulatory Commission (the "CSRC"), the securities regulatory rules of the place where the Company's shares are listed and the requirements of the Articles of Association.

Article 4 Independent directors shall perform duties independently and shall not be influenced by the Company and its major shareholders, actual controllers or other units or persons.

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Article 5 More than one-third of the members of the Board shall be independent directors and at least one of them shall be an accounting professional.

(1) being qualified to practice as a Certified Public Accountant;

(2) possessing a senior title, associate professor title or doctoral degree in accounting, auditing or financial management;

(3) possessing a senior title in economic management with at least 5 years of fulltime working experience in professional positions in accounting, auditing or financial management.

At least one independent director of the Company is ordinarily resident in Hong Kong.

Article 6 The Company shall establish an audit committee within the Board of Directors, which shall consist of directors who do not hold senior management positions in the Company. The majority of the committee members shall be independent directors, and the committee shall be convened by an independent director possessing accounting profession skills. The Company has established specialized committees within the Board of Directors, including nomination, remuneration and appraisal, and strategy committees, as deemed necessary. The majority of members in both the Nomination Committee and the Remuneration and Appraisal Committee shall be independent directors, who will also serve as convenors. Independent directors appointed by the Company shall take positions in three domestic listed companies at most and shall have sufficient time and efforts to effectively perform duties of the independent director.

Article 7 Independent directors and persons proposed to be independent directors shall participate in the training organized by the China-Securities-Regulatory-Commission-(the "CSRC") and its authorized institutions in accordance with the requirements of the CSRC and the Shanghai Stock Exchange.

Chapter 2 Independence and Qualification of Independent Directors

Article 8 The independent directors appointed by the Company shall be independent and the following persons shall not act as an independent director:

(1) persons working for the Company or its affiliates and their spouses, parents, children, and major social relations;

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(2) any natural person shareholder who directly or indirectly holds more than 1% of the issued shares of the Company or are is among the top ten shareholders of the Company and their spouses, parents and children;

(3) any person who works for a shareholder who directly or indirectly holds more than 5% of the issued shares of the Company or who works for the top five shareholders of the Company and their spouses, parents and children;

(4) any person who works for affiliates of the Company’s controlling shareholders (as defined under the Hong Kong Listing Rules) and actual controller and their spouses, parents and children;

(5) any person who provides financial, legal, advisory and sponsorship services to the Company and its controlling shareholder, actual controller or their respective affiliates, including but not limited to all members of the project team of the intermediary providing the services, reviewers at all levels, persons signing the reports, partners, directors, senior management and primary responsible persons;

(6) any person who has significant business dealings with the Company and its controlling shareholder, actual controller or their respective affiliates, or holds a position in an entity or the controlling shareholder or actual controller of the entity with which significant business dealings are conducted, or has a material interest in any principal business activity of or is involved in any material business dealings with the Company, its holding company or their respective subsidiaries or with any core related (connected) persons (as defined under the Hong Kong Listing Rules) of the Company;

(7) any person who falls into categories paragraphs (H1) to (VH6) in the latest twelve months;

(8) any person who is on the Board specifically to protect the interests of an entity whose interests are not the same as those of the shareholders as a whole;

(8)(9) any person who has acquired received an interest in any securities of the Company as a listed issuer by way of a gift or by means of other financial assistance (equity) from the Company or its core related (connected) persons;

(9)(10) any person who is or has been an executive, a director (other than an independent non-executive director), partner or principal of the Company, its holding company, or their respective subsidiaries or core related (connected) persons of the Company, or a director, partner, principal or employee of a professional advisor providing services to the above-mentioned company, or to any person who was aits controlling shareholder, of the Company or (if there was no controlling shareholder) any person who was the chief executive or director (other than an independent non-executive director) of the Company, or any of their close associates or their respective affiliates or core related (connected) persons within two years prior to his or her appointments. Nevertheless, with no violation of paragraph (2), the independence of

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such person shall not be questioned if they he receives shares or interests in securities as part of their director's remuneration from the Company or its subsidiaries (but not from core related (connected) parties persons) as part of his director's fees; or if they receive them under pursuant to a share scheme established in accordance with Chapter 17 of the Hong Kong Listing Rules;

(11) any person who is or was connected (as defined under the Hong Kong Listing Rules) with a director, the chief executive or a substantial shareholder (as defined under the Hong Kong Listing Rules) of the Company within two years prior to his or her appointment;

(12) any person who is financially dependent on the Company, its holding company or any of their respective subsidiaries or core related (connected) persons of the Company;

(13) other person who is not independent as may be required stipulated by laws, administrative regulations, CSRC regulations, securities regulatory rules of the place where the Company's shares are listed and the Articles of Association.

The "controlling shareholders" and "de facto controller" of the Company as described in items 4 to 6 of this Article shall not include the enterprises that are under common control of a state-owned asset management institution and do not constitute related (connected) relationship with the Company in accordance with relevant requirements.

Independent directors shall conduct an annual self-review of their independence, and report the review results to the Board of Directors. The Board of Directors shall assess and give special opinions on the independence of the incumbent independent directors on an annual basis, and disclose the same with the annual report of the Company. The Company is also required to confirm in the annual report whether the above confirmation has been received or not and to confirm the independence of the independent directors.

Article 9 Independent directors shall satisfy the following basic requirements and relevant provisions:

(1) being qualified to act as a director of a listed company in accordance with the laws, administrative regulations and other relevant provisions;

(2) having the independence required by the securities regulatory rules of the place where the shares of the Company are listed and by these rules, and shall not be influenced by the Company's major shareholders, actual controllers or other units or persons having interest relations with the Company;

(3) having the basic knowledge about operations of listed companies, and proficient in relevant laws, regulations and rules;

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(4) having at least five years of legal, accounting or economic experience necessary to fulfil the duties of an independent director;

(5) having good personal integrity with no adverse records such as major breach of trust;

(6) the provisions of the Civil Servant Law of the People's Republic of China on civil servants-serving concurrent positions (if applicable);

(7) the relevant provisions of the Measures for the Management of Independent Directors of Listed Companies promulgated by the CSRC;

(8) the provisions of the Notice on Regulating Central Management Officers from Serving as Independent Directors and Independent Supervisors of Listed Companies and Fund Management Companies After Resignation or Retirement (« 關於規範中管幹部辭去公職或者退(離)休後擔任公司、基金管理公司獨立董事、獨立監事的通知》) promulgated by the Central Commission for Discipline Inspection and the Organization Department of the Chinese Communist Party (if applicable);

(9) the provisions of the Opinions on Further Regulating Party and Government Senior Officers from Concurrently Serving in Companies (« 關於進一步規範黨政領導幹部在企業兼職(任職)問題的意見》) promulgated by the Organization Department of the Chinese Communist Party (if applicable);

(10) the provisions of the Opinions on Strengthening the Establishment of Anti-corruption and Integrity in Colleges and Universities (« 關於加強高等學校反腐倡廉建設的意見》) promulgated by the Central Commission for Discipline Inspection, the Ministry of Education and the Ministry of Supervision (if applicable);

(11) the relevant provisions of the Guidelines for Independent Directors and External Supervisors of Joint-Stock Commercial Banks (« 股份制商業銀行獨立董事和外部監事制度指引») promulgated by the People's Bank of China, etc. (if applicable);

(12) the relevant provisions of the Measures for the Supervision and Administration of Directors, Supervisors, Senior Management and Practitioners of Securities-Fund Operation Institutions (« 證券基金經營機構董事、監事、高級管理人員及從業人員監督管理辦法 ») by the CSRC, etc. (if applicable);

(13) the relevant provisions of the Regulations on the Qualifications for Appointment of Directors (Governors) and Senior Management Personnel of Banking-Financial Institutions — (« 銀行業金融機構董事(理事)和高級管理人員任職資格管理辦法»), the Regulations on the Qualifications for Appointment of Directors, Supervisors and

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Senior Management Personnel of Insurance Companies(《保險公司董事、監事和高級管理人員任職資格管理規定》), and the Regulations on the Administration of Independent Directors of Insurance Institutions (《保險機構獨立董事管理辦法》) (if applicable);

(14)(6) other conditions as may be required by laws, administrative regulations, CSRC regulations, the securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association.

Article 10 A candidate for independent director should be of good personal character without being in any of the circumstances prohibiting him from being nominated as a director of the Company as set forth in Article 8, and should have no adverse record of:

(1) being subject to administrative penalties imposed by the CSRC or criminal punishment by judicial authorities for violation of securities and futures laws and committing crimes within the latest 36 months;

(2) being investigated by the CSRC or by judicial authorities for suspiciously violating securities and futures laws and committing crimes, with a definite conclusion yet to be reached;

(3) having been openly reprimanded or criticized by notice for more than three times by the stock exchange within the latest 36 months;

(4) having an adverse record such as a major breach of trust;

(5) being proposed to be dismissed by the Board to the general shareholders' meeting for an independent director failing to attend two consecutive meetings of the Board in person or to appoint another independent director to attend on his/her behalf during his/her tenure, or the number of times not personally attending Board meetings accounting for more than one-third of the total Board meetings for the year, and the period of dismissal having not yet expired for twelve months;

(6) other circumstances identified by the stock exchange.

Article 11 The independent director is required to inform the Company and the Stock Exchange as soon as practicable if there is any change of circumstances that may affect his/her independence.

Chapter 3 Nomination, Election and Change of Independent Directors

Article 12 The Board of Directors, Supervisory Committee, and shareholders who alone or jointly hold more than 1% of shares of the Company can nominate candidate of independent directors, and determined by voting at a shareholders' general meeting.

VII-6 -

APPENDIX VII

PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE FOR THE INDEPENDENT DIRECTORS

Investor protection institutions established in accordance with law may publicly request shareholders to entrust them to exercise the right of nominating independent directors on the behalf of such shareholders.

The nominator as described in this Article shall not nominate any person who has interest in the nominator or any other close relationship that may affect the independent performance of duties as a candidate for independent director.

Article 13 The nominator of an independent director shall obtain the consent of the nominee before nomination. The nominator shall fully understand the basic information of the nominee, including his occupation, academic qualifications, job position, detailed fulltime and part-time work experience, and whether the nominee has any adverse records such as material breach of trust, and shall also express his opinions that the nominee meets the requirements for independence and other conditions for serving as an independent director. Nominees shall make a public declaration on his compliance with the independence and other requirements for acting as an independent director.

Article 14 The Nomination Committee under the Board of Directors of the Company shall review the qualifications of nominees and form a clear review opinion. The Company shall disclose the relevant contents in accordance with the provisions of the preceding paragraph and submit the relevant materials of all independent director candidates to the stock exchange prior to the convening of the general shareholders' meeting for the election of independent directors, and the relevant submissions shall be true, accurate and complete.

The stock exchange examines the relevant materials of the independent director candidates in accordance with the regulations and prudently determines whether the independent director candidates meet the qualifications for appointment and has the right to raise objections. If the stock exchange raises objections, the Company may not submit the proposal for election at the general shareholders' meeting.

Article 15 The election of two or more independent directors at a general shareholders' meeting of the Company shall be by way of a cumulative voting system. Votes of minority shareholders shall be counted and disclosed separately.

Article 16 The term of office of independent directors is the same as other directors, and the term is renewable upon re-election when it expires, but the renewed term shall not exceed six years. Anyone who has served as an independent director for a consecutive period of six years shall be prohibited from being nominated as a candidate for the position of independent director of the Company for a period of 36 months from the date of occurrence of such fact. Terms of office of independent directors who have been appointed prior to the initial public offering shall be counted consecutively.

VII-7 -

APPENDIX VII

PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE FOR THE INDEPENDENT DIRECTORS

Article 17 Before the expiration of the term of office of an independent director, the Company may terminate his/her office in accordance with the statutory procedures. In case of early dismissal of an independent director, the Company shall disclose the specific reasons and justifications in a timely manner. The Company shall disclose in a timely manner any dissenting opinion of the independent directors.

An independent director who fails to comply with the provisions of paragraph 1 or 2 of Article 9 shall immediately cease to perform his or her duties and resign from his or her office. If a person fails to resign, the Board shall, as soon as it knows or ought to have known of the occurrence of such fact, dismiss him from office in accordance with the provisions.

Where an independent director resigns or is dismissed from office as a result of the circumstances set forth in the preceding paragraph, resulting in the proportion of independent directors on the Board or its specialized committees not complying with the provisions of this System or the Articles of Association, or where there is a lack of accounting professionals among the independent directors, the Company shall complete the by-election within 60 days from the date of the occurrence of the foregoing facts.

Article 18 An independent director may resign before the term of office expires. The independent director must submit a written resignation notice to the Board to specify matters that are related with the resignation or they consider notable for the Company's shareholders and creditors. The Company shall disclose the reasons for and concerns about the resignation of independent directors.

Where the resignation of an independent director will result in the proportion of independent directors on the Board or its specialized committees not complying with the provisions of this System or the Articles of Association, or where there is a lack of accounting professionals among the independent directors, the independent director who intends to resign shall continue to perform his duties until date on which a new independent director is appointed. The Company shall complete the by-election within 60 days from the date on which the independent director tenders his resignation.

Chapter 4 Duties of Independent Directors

Article 19 The independent directors perform the following duties:

(1) participating in the decision-making of the board of directors and expressing a clear opinion on the matters under consideration;

(2) supervising the matters of potential material conflicts of interest between the Company and its controlling shareholders, de facto controllers, directors and senior management as listed in Articles 23, 26, 27 and 28 of the Measures for the

VII-8 -

APPENDIX VII

PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE FOR THE INDEPENDENT DIRECTORS

Management of Independent Directors of Listed Companies, and urging the Board of Directors to make decisions in line with the interests of the Company as a whole, especially protecting the legal rights and interests of minority shareholders;

(3) providing professional and objective advice on the Company’s operation and development, and promoting the Board’s decision-making level;

(4) other duties as stipulated by laws, administrative regulations, CSRC regulations, securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association.

Article 20 The independent directors shall perform duties independently and fairly and shall not be influenced by the Company’s major shareholders, actual controllers or other units or persons having interest relations with the Company. If any matter under consideration is found to affect their independence, they should declare this to the Company and abstain of such matter. If there are circumstances that clearly affect independence their tenure, they should inform the Company in a timely manner and propose measures to resolve the situation, and if necessary, they should resign.

Article 21 The independent directors shall safeguard the interests of the Company and all shareholders, understand the production, operation and functioning of the Company, and give full play to their role in investor relationship management.

Article 22 The independent directors shall spend no less than fifteen days a year on-site at the Company. The chairman of the Board shall hold a meeting with the independent non-executive directors without the presence of other directors at least once a year.

In addition to attending the general shareholders’ meetings, the meetings of the board of directors and its specialized committees, and special meetings of independent directors in accordance with the regulations, the independent directors may perform their duties by various means, such as obtaining information on the Company’s operations on a regular basis, listening to reports from the management, communicating with intermediaries such as the head of the internal audit organization and the accounting firm that undertakes the Company’s audit, conducting on-site inspections, and communicating with minority shareholders.

Article 23 In order to give full play to the role of independent directors, the independent directors have the following special authorities and duties in addition to those conferred on them by relevant national laws and regulations:

(1) to independently engage intermediaries to carry out audit, consultation or checking in respect of specific matters of the Company;

(2) to propose to the Board the convening of an extraordinary general shareholders’ meeting;

VII-9 -

APPENDIX VII

PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE FOR THE INDEPENDENT DIRECTORS

(3) to propose the convening of a Board meeting;

(4) to solicit voting rights openly from shareholders in accordance with laws;

(5) to express opinions on matters which may prejudice the interests of the Company or minority shareholders;

(6) other duties as stipulated by laws, administrative regulations, CSRC regulations, securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association.

The independent directors shall seek the consent of more than half of the independent directors in exercising the abovementioned authorities and duties in the paragraphs (1) to (3).

The Company shall disclose in a timely manner any exercise by an independent director of the authorities and duties listed in paragraph 1. In the event that the abovementioned authorities and duties cannot be exercised normally, the Company shall disclose the specific circumstances and reasons.

Article 24 Prior to the convening of a Board meeting, an independent director may communicate with the secretary of the Board to make inquiries, request for supplementary materials, and offer opinions and suggestions on matters to be considered. The Board of Directors and relevant personnel shall seriously study the questions, requests and opinions raised by the independent directors and provide timely feedback to the independent directors on the implementation of the amendments to the resolutions and other matters.

Article 25 Independent directors should attend Board meetings in person. If, for any reason, he or she is unable to attend the meeting in person, the independent director shall review the meeting materials in advance, form a clear opinion, and appoint in writing other independent directors to attend the meeting on his or her behalf.

If an independent director fails to attend two consecutive Board meetings in person and does not appoint another independent director to attend on his/her behalf, the Board shall propose to convene a shareholders’ meeting within thirty days from the date of occurrence of such fact to remove such independent director from office.

Article 26 If an independent director votes against or abstains from voting on a Board motion, he or she shall state the specific reasons and basis for such vote, the legality and compliance of the matter to which the motion relates, the risks that may exist, and the impact on the interests of the Company and minority shareholders. The dissenting opinion of the independent directors shall be disclosed at the same time when the Company discloses the resolution of the Board and shall be set out in the resolution of the Board and the minutes.

VII-10 -

APPENDIX VII

PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE FOR THE INDEPENDENT DIRECTORS

Article 27 The following matters of Company shall be submitted to the Board for deliberation after being approved by a majority of all independent directors of Company:

(1) related (connected) transactions that shall be disclosed;

(2) plans for the Company and related parties to change or waive commitments;

(3) decisions made and measures taken by the board of directors of the acquired company in relation to the acquisition;

(4) other matters as stipulated by laws, administrative regulations, CSRC regulations, securities regulatory rules of the place where the Company's shares are listed and the Articles of Association.

Article 28 The Company shall regularly or irregularly convene meetings attended solely by independent directors (the "Special Meetings of Independent Directors"). Matters as listed in items (1) to (3) of paragraph 1 of Article 18 and Article 23 under the Measures for the Management of Independent Directors of Listed Companies shall be considered at the Special Meetings of Independent Directors.

Article 28 The Special Meetings of Independent Directors shall be convened and chaired by an independent director jointly elected by a majority of the independent directors; in the event that the convenor does not or cannot perform his duties, two or more independent directors may convene the meeting by themselves and elect a representative to preside over the meeting. The Company shall facilitate and support the convening of the Special Meetings of Independent Directors.

Article 29 The independent directors shall perform their duties in the specialized committees of the Board of Directors of the Company in accordance with the laws and administrative regulations, CSRC regulations, securities regulatory rules of the place where the Company's shares are listed and the Articles of Association. Independent directors shall attend the meetings of the specialized committee in person, and if they are unable to attend the meetings in person for any reason, they shall review the materials of the meetings in advance, form a clear opinion, and appoint in writing other independent directors to attend the meetings on their behalf. If an independent director is concerned about a material matter of the Company within the scope of the duties of the specialized committee in his performance of duties, he may promptly propose it to the specialized committee for discussion and consideration in accordance with the procedures.

The Company shall, in accordance with the provisions of this System, provide for the composition and duties of its specialized committees in the Articles of Association, and formulate the working procedures of the specialized committees to specify their composition, the term of office of their members, the terms of reference, the scope of duties, the rules of procedure, the preservation of files and other relevant matters.

VII-11 -

APPENDIX VII

PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE FOR THE INDEPENDENT DIRECTORS

Article 30 Minutes of meetings of the Board of Directors of the Company and its specialized committees and Special Meetings of Independent Directors shall be prepared in accordance with the regulations, and the opinions of the independent directors shall be set out in the minutes. The independent directors shall sign and confirm the minutes.

The independent directors shall keep a record of their work and record in detail the performance of their duties. Information obtained by the independent directors in the course of discharging their duties, minutes of relevant meetings, records of communications with staff of the Company and intermediaries, etc., form an integral part of the working records. For important contents in the work records, the independent directors may request the secretary of the Board of Directors and other relevant personnel to sign to confirm, and the Company and the relevant personnel shall cooperate with them.

Records of independent directors' work and information provided by the Company to independent directors should be kept for at least ten years.

Article 31 The Company shall improve the communication mechanism between independent directors and minority shareholders, and the independent directors may verify with the Company in a timely manner the issues raised by investors.

Article 32 The independent directors shall submit an annual work report to the annual general shareholders' meeting of the Company, giving an account of the fulfilment of their duties. The annual work report shall include the following:

(1) the number of board meetings attended, attending methods and voting, and the number of general shareholders' meetings attended;

(2) participation in the work of specialized committees of the board of directors and the Special Meetings of Independent Directors;

(3) consideration on the matters set out in Articles 23, 26, 27 and 28 of the Measures for the Management of Independent Directors of Listed Companies and the exercise of the special powers and duties of independent directors as set out in paragraph 1 of Article 18 of the Measures for the Management of Independent Directors of Listed Companies;

(4) significant matters, methods and results of communication with the internal audit organization and the accounting firm that undertakes the Company's audit on the Company's financial and business conditions;

(5) communication with minority shareholders;

(6) duration and content of work on-site at the Company;

– VII-12 –

APPENDIX VII

PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE FOR THE INDEPENDENT DIRECTORS

(7) other circumstances in the discharge of duties.

The annual work report of independent directors shall be disclosed no later than when the Company issues notice of its annual general shareholders' meeting.

Article 33 The independent non-executive directors are required to review the continuing related (connected) transactions on an annual basis and to confirm in the annual report whether such transactions are:

(1) the Company's ordinary business;

(2) conducted on general commercial terms or better terms; and

(3) conducted pursuant to the relevant agreement, the terms of which are fair and reasonable and in the interests of the shareholders of the Company as a whole.

Article 34 Independent non-executive directors shall comply with the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix 10-C3 to the Hong Kong Listing Rules.

Chapter 5 Working Conditions of Independent Directors

Article 35 In order to ensure the effective exercise of functions and power by the independent directors, the Company shall provide the necessary conditions for the independent directors:

(1) The Company shall provide the necessary working conditions and personnel support for the independent directors to perform their duties, and designate specialized departments such as the office of the Board of Directors and the secretary to the Board of Directors and specialized personnel to assist the independent directors in performing their duties.

The secretary to the Board of Directors shall ensure the smooth flow of information between the independent directors and other directors, senior management and other relevant personnel, and ensure that the independent directors have access to adequate resources and necessary professional advice in the performance of their duties.

(2) The Company shall ensure that independent directors have the same right to information as other directors. In order to ensure the effective exercise of the independent directors' powers and functions, listed companies shall keep the independent directors regularly informed of the Company's operations, provide them with information, and organize or cooperate with the independent directors in conducting site inspections and other work.

VII-13 -

APPENDIX VII

PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE FOR THE INDEPENDENT DIRECTORS

The Company may organize independent directors to participate in research and discussion sessions before the Board of Directors considers major and complex matters, so as to fully listen to the views of the independent directors and provide timely feedback to the independent directors on the adoption of their views.

(3) The Company shall give notice of Board meetings to independent directors in a timely manner, provide relevant meeting materials no later than the notice period for Board meetings stipulated in the laws, administrative regulations, CSRC regulations, securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association, and provide an effective communication channel for independent directors. If a specialized committee of the Board of Directors convenes a meeting, the Company shall, in principle, provide relevant materials and information no later than three days prior to the convening of the specialized committee meeting. The Company shall keep the above meeting materials for at least ten years.

If two or more independent directors consider that the materials for a meeting are incomplete, insufficiently argued or not provided in a timely manner, they may propose in writing to the Board of Directors to postpone the convening of the meeting or postpone the consideration of the matter, and the Board of Directors shall adopt such proposal.

Meetings of the Board of Directors and specialized committees are held on-site as a rule. On the premise of ensuring that all participating directors are able to fully communicate and express their opinions, meetings may be held by way of video, telephone or any other means in accordance with the procedures.

(4) Where an independent director exercises his powers, the Company’s directors, senior management and other relevant personnel shall cooperate with him, and shall not refuse, hinder or withhold relevant information, nor interfere with the independent exercise of his powers.

If an independent director encounters obstructions in exercising his powers in accordance with laws, he may explain the same to the Board, request cooperation from the directors, senior management and other relevant personnel, and record the specific obstructions and the solutions thereof in his work records. If the obstruction cannot be removed, it may be reported to the CSRC and the stock exchange.

If the performance of duties by an independent director involves information that should be disclosed, the Company shall make disclosure in a timely manner. If the Company does not make such disclosure, the independent director may directly apply for the disclosure or report the case to the CSRC and the stock exchange.

VII-14 -

APPENDIX VII

PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE FOR THE INDEPENDENT DIRECTORS

(5) The Company shall bear the expenses incurred by the independent directors in engaging professional organizations and in exercising their other duties.

(6) The Company may establish a liability insurance system for independent directors to reduce the risks that may arise from the normal performance of their duties.

Article 36 The Company shall provide independent directors with allowances commensurate with their responsibilities. The criteria for allowances shall be formulated by the Board of Directors and approved by the shareholders at a general shareholders' meeting, and disclosed in the annual report of the listed company.

In addition to the above allowances, independent directors shall not obtain other benefits from the listed company, its substantial shareholders, de facto controllers or interested entities and personnel.

Chapter 6 Supplemental Provisions

Article 37 In case of any matters not covered in these rules or in conflict with the provisions of laws, regulations, CSRC regulations, securities regulatory rules of the place where the Company's shares are listed, other normative documents and the Articles of Association as promulgated after these regulations come into effect, the said provisions of laws, regulations, CSRC regulations, securities regulatory rules of the place where the Company's shares are listed, other normative documents and the said Articles of Association shall prevail.

Article 38 The terms "above" and "at least" as referred to in these rules includes the number itself while the terms and "less than", "lower than", "more than", "higher than" does not.

Article 39 These rules shall take effect and be implemented from the date of consideration and approval by the general shareholders' meeting of the Company. The former Terms of Reference for the Independent Directors of the Company shall automatically cease to have effect from the effective date of these rules.

Article 40 These rules shall be interpreted by the Board.

VII-15 -

NOTICE OF 2024 ANNUAL GENERAL MEETING

RemeGen荣昌生物

RemeGen Co., Ltd.*

榮昌生物製藥(煙台)股份有限公司

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

(Stock Code: 9995)

NOTICE OF 2024 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 annual general meeting (the “AGM”) of RemeGen Co., Ltd.* (榮昌生物製藥(煙台)股份有限公司) (the “Company”) will be held at Room 6134, Phase III Building of the Company at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC at 2:00 p.m. on June 26, 2025 or at any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolutions. Unless otherwise specified, capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated May 27, 2025 (the “Circular”).

ORDINARY RESOLUTIONS

To consider and approve the report on the work of the Board of Directors of the Company for the year 2024.
To consider and approve the report on the work of the Supervisory Committee of the Company for the year 2024.
To consider and approve the financial accounts report of the Company for the year 2024.
To consider and approve the full text of annual report of the Company for the year 2024 and its summary.
To consider and approve the annual profit distribution plan of the Company for the year 2024.
To consider and approve the re-appointment of 2025 domestic and foreign accounting firms.
To consider and confirm the remuneration of Directors of the Company.
To consider and confirm the remuneration of Supervisors of the Company.
AGM-1 -

NOTICE OF 2024 ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

To consider and approve the general mandate to issue additional shares of the Company.
To consider and approve the change of registered capital of the Company, the cancellation of the supervisory committee of the Company and the proposed amendments to the Articles of Association of the Company.
To consider and approve the proposed amendments to the Rules of Procedures for the Meeting of Shareholders of the Company.

ORDINARY RESOLUTIONS

To consider and approve the proposed amendments to the Rules of Procedures for the Board of Directors of the Company.
To consider and approve the proposed amendments to the Terms of Reference for the Independent Directors of the Company.

In addition, the AGM will listen to independent directors' work report for the year 2024.

By order of the Board

RemeGen Co., Ltd.*

榮昌生物製藥(煙台)股份有限公司

Mr. Wang Weidong

Chairman and executive director

Yantai, the PRC

May 27, 2025

For identification purposes only
AGM-2 -

NOTICE OF 2024 ANNUAL GENERAL MEETING

Notes:

All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Company at www.remegen.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk after the AGM.
Any shareholder entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares), at least 24 hours before the AGM (i.e. before 2:00 p.m. on June 25, 2025) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the AGM or any adjourned meeting thereof should he/she so wish.
For the purpose of determining the list of holders of H Shares who are entitled to attend the AGM, the H Share register of members of the Company will be closed from June 23, 2025 to June 26, 2025, both days inclusive, during which period no transfer of H Shares will be registered. The holders of H Shares whose names appear on the H Share register of members of the Company on June 23, 2025 shall be entitled to attend and vote at the AGM. In order to be eligible to attend and vote at the AGM, unregistered holders of the H Shares shall ensure all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on June 20, 2025 for registration.
Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the AGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.
The AGM is expected to take less than half a day. Shareholders who attend the AGM shall be responsible for their own travel and accommodation expenses. Shareholders may contact the Company at +86-0535-3573685 or [email protected] for any enquiries in respect of the AGM.

As at the date of this notice, the board of directors of the Company comprises Mr. Wang Weidong, Dr. Fang Jianmin, Mr. Lin Jian and Mr. Wen Qingkai as executive directors, Dr. Wang Liqiang and Dr. Su Xiaodi as non-executive directors, and Mr. Hao Xianjing, Mr. Chen Yunjin and Mr. Huang Guobin as independent non-executive directors.

AGM-3 -

NOTICE OF 2025 FIRST CLASS MEETING OF H SHAREHOLDERS

RemeGen荣昌生物

RemeGen Co., Ltd.*

榮昌生物製藥(煙台)股份有限公司

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

(Stock Code: 9995)

NOTICE OF 2025 FIRST CLASS MEETING OF H SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2025 first class meeting of H shareholders (the "H Share Class Meeting") of RemeGen Co., Ltd.* (榮昌生物製藥(煙台)股份有限公司) (the "Company") will be held at Room 6134, Phase III Building of the Company at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC at 2:40 p.m. or immediately after the conclusion of the Annual General Meeting and the A Share Class Meeting to be held at the same location, whichever is later, on June 26, 2025 or at any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolutions. Unless otherwise specified, capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated May 27, 2025 (the "Circular").

SPECIAL RESOLUTIONS

To consider and approve the change of registered capital of the Company, the cancellation of the supervisory committee of the Company and the proposed amendments to the Articles of Association of the Company.
To consider and approve the proposed amendments to the Rules of Procedures for the Meeting of Shareholders of the Company.

By order of the Board

RemeGen Co., Ltd.*

榮昌生物製藥(煙台)股份有限公司

Mr. Wang Weidong

Chairman and executive director

Yantai, the PRC

May 27, 2025

For identification purpose only
HCM-1 -

NOTICE OF 2025 FIRST CLASS MEETING OF H SHAREHOLDERS

Notes:

All resolutions at the H Share Class Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Company at www.remegen.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk after the H Share Class Meeting.
Any shareholder entitled to attend and vote at the H Share Class Meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares), at least 24 hours before the H Share Class Meeting (i.e. before 2:40 p.m. on June 25, 2025) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the H Share Class Meeting or any adjourned meeting thereof should he/she so wish.
For the purpose of determining the list of holders of H shares who are entitled to attend the H Share Class Meeting, the H Share register of members of the Company will be closed from June 23, 2025 to June 26, 2025, both days inclusive, during which period no transfer of H Shares will be registered. The holders of H Shares whose names appear on the H Share register of members of the Company on June 23, 2025 shall be entitled to attend and vote at the H Share Class Meeting. In order to be eligible to attend and vote at the H Share Class Meeting, unregistered holders of the H Shares shall ensure all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on June 20, 2025 for registration.
Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the H Share Class Meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.
The H Share Class Meeting is expected to take less than half a day. Shareholders who attend the H Share Class Meeting shall be responsible for their own travel and accommodation expenses. Shareholders may contact the Company at +86-0535-3573685 or [email protected] for any enquiries in respect of the H Share Class Meeting.

HCM-2 -

AI assistant

RemeGen Co., Ltd. — Proxy Solicitation & Information Statement 2025

51206_rns_2025-05-26_2fe64048-cd3d-440b-9913-a8ef976670f6.pdf

RemeGen 荣昌生物

RemeGen Co., Ltd.*

榮昌生物製藥(煙台)股份有限公司

DEFINITIONS

RemeGen

栄昌生物

RemeGen Co., Ltd.*

榮昌生物製藥(煙台)股份有限公司

I. INTRODUCTION

II. DETAILS OF THE RESOLUTIONS

1. 2024 Report on the Work of the Board of Directors

2. 2024 Report on the Work of the Supervisory Committee

3. 2024 Financial Accounts Report

4. 2024 Annual Report and Its Summary

5. 2024 Profit Distribution Plan

6. Re-appointment of 2025 domestic and foreign accounting firms

7. Remuneration of Directors

8. Remuneration of Supervisors

9. General Mandate to Issue Additional Shares of the Company

I. Authorization matters of additional issuance of Shares of the Company

II. Authorization period of issuance of additional Shares of the Company

10. Proposed Amendments to the Articles of Association

11. Proposed Amendments to the Rules of Procedures for the Meeting of Shareholders

12. Proposed Amendments to the Rules of Procedures for the Board of Directors

13. Proposed Amendments to the Terms of Reference for the Independent Directors

III. THE AGM AND THE H SHARE CLASS MEETING

IV. CLOSURE OF REGISTER OF MEMBERS

V. PROXY ARRANGEMENT

VI. VOTING BY POLL

VII. RECOMMENDATION

VIII. RESPONSIBILITY STATEMENT

REMEGEN CO., LTD.* 2024 REPORT ON THE WORK OF THE BOARD OF DIRECTORS

I. REVIEW OF OPERATIONS IN 2024

(i) Product Lines:

(ii) Commercialization:

2. Nomination Committee of the Board

3. Remuneration and Appraisal Committee of the Board

III. 2025 KEY WORK PLAN OF THE BOARD

REMEGEN CO., LTD.*

2024 REPORT ON THE WORK OF THE

SUPERVISORY COMMITTEE

I. WORK OF THE SUPERVISORY COMMITTEE DURING THE REPORTING PERIOD

II. OPINIONS OF THE SUPERVISORY COMMITTEE ON RELEVANT MATTERS OF THE COMPANY

(i) Operation Compliance

(ii) Financial Standing

(iii) Related Party Transactions

III. 2025 WORK PLAN OF THE SUPERVISORY COMMITTEE OF THE COMPANY

REMEGEN CO., LTD.* 2024 FINANCIAL ACCOUNTS REPORT

I. OPERATING PROFIT:

II. ASSETS AND LIABILITIES:

III. CASH FLOWS:

REMEGEN CO., LTD.*

RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

Chapter 1 General Provisions

Chapter 2 Functions and Powers of the Shareholders' Meeting General Provisions

Chapter 3 Convening of General Shareholders' Meetings

Chapter 4 Proposals and Notices of General Shareholders' Meetings

Chapter 5 Holding of General Shareholders' Meetings

Chapter 6 Voting Procedures and Resolutions of General Shareholders' Meeting

Chapter 7 Special Procedures for Voting at Class Meetings

Chapter 8 The Authorization Conferred by the General Meeting upon the Board of Directors

Chapter 9 Implementation of Resolutions of General Meetings

Chapter 10-7 Supplemental Provisions

REMEGEN CO., LTD.* RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

Chapter 1 General Provisions

Chapter 2 Rules for Meeting Proposals

Chapter 3 Notice of Meetings and Sign-in Rules

Chapter 4 Rules of Procedure and Voting

Chapter 5 Minutes

Chapter 6 Enforcement of Board Resolutions

Chapter 7 Supplementary Provisions

REMEGEN CO., LTD.* TERMS OF REFERENCE FOR THE INDEPENDENT DIRECTORS

Chapter 1 General Provisions

Chapter 2 Independence and Qualification of Independent Directors

Chapter 3 Nomination, Election and Change of Independent Directors

Chapter 4 Duties of Independent Directors

Chapter 5 Working Conditions of Independent Directors

RemeGen Co., Ltd. Proxy Solicitation & Information Statement 2025