RoboSense Technology Co., Ltd - Proxy Solicitation & Information Statement 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Triumph New Energy Company Limited you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

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(Formerly known as “LUOYANG GLASS COMPANY LIMITED 洛陽玻璃股份有限公司”) (a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 01108)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURE

Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those set out in the section headed “Definitions” of this circular.

A letter from the Board is set out on pages 1 to 4 of this circular.

A notice convening the EGM to be held at the conference room of the Company on 3rd Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC at 9:00 a.m. on Wednesday, 11 December 2024 is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.zhglb.com).

Whether or not you are able to attend the EGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or to the Company’s registered address at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

19 November 2024

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
APPENDIX I	– COMPARISON TABLE OF AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX II	– COMPARISON TABLE OF AMENDMENTS TO
	THE RULES OF PROCEDURE FOR GENERAL MEETINGS. . . .	91
APPENDIX III	– COMPARISON TABLE OF AMENDMENTS TO
	THE PROCEDURAL RULES OF THE BOARD. . . . . . . . . . . . . . . .	101
APPENDIX IV	– COMPARISON TABLE OF AMENDMENTS TO
	THE RULES OF PROCEDURE FOR
	THE SUPERVISORY COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . .	113
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		EGM-1

– i –

DEFINITIONS

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

“A Share(s)” the domestic ordinary share(s) of RMB1.00 each in the share capital of the Company, which are listed on the Shanghai Stock Exchange and subscribed and traded in RMB
“Articles of Association” the articles of association of the Company
“Board” the board of Directors
“Company” Triumph New Energy Company Limited, a joint stock limited company incorporated in the PRC with limited liability, the H Shares and A Shares of which are listed on the main board of the Stock Exchange (stock code: 1108) and the Shanghai Stock Exchange (stock code: 600876), respectively
“Director(s)” the director(s) of the Company, including the independent nonexecutive director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be convened at 9:00 a.m. on Wednesday, 11 December 2024 for Shareholders to consider and, if thought fit, approve the proposed amendments to the Articles of Association and Rules of Procedure
“H Share(s)” the overseas listed foreign share(s) of RMB1.00 each in the share capital of the Company, which are listed on the main board of the Stock Exchange and traded in HK$
“HK$” Hong Kong dollars, the lawful currency of Hong Kong

– ii –

DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China, for the purpose of this circular,
	excluding Hong Kong, the Macau Special Administrative Region
	of the PRC and Taiwan
“Procedural Rules of the Board”	the Procedural Rules of the Board of the Company
“RMB”	the Renminbi, the lawful currency of the PRC
“Rules of Procedure”	the Rules of Procedure for General Meetings, Procedural Rules of
	the Board and Rules of Procedure for the Supervisory Committee
“Rules of Procedure for General	the Rules of Procedure for General Meetings of the Company
Meetings”
“Rules of Procedure for	the Rules of Procedure for the Supervisory Committee of the
the Supervisory Committee”	Company
“Shareholder(s)”	the shareholder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

– iii –

LETTER FROM THE BOARD

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(Formerly known as “LUOYANG GLASS COMPANY LIMITED 洛陽玻璃股份有限公司”) (a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 01108)

Executive Directors:

Mr. Xie Jun Mr. Zhang Rong Mr. He Qingbo

Non-executive Directors:

Registered Office:

No. 9 Tang Gong Zhong Lu Xigong District Luoyang Municipal Henan Province The PRC

Mr. Zhang Chong Mr. Sun Shizhong Dr. Pan Jingong

Independent non-executive Directors:

Ms. Zhang Yajuan Mr. Chen Qisuo Mr. Fan Baoqun Ms. Yuan Jian

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURE

References are made to the announcement of the Company dated 30 October 2024 in relation to proposed amendments to the Articles of Association and Rules of Procedure.

The purpose of this circular is to set forth further information relating to the proposed amendments to the Articles of Association and Rules of Procedure, as well as the notice of the EGM.

– 1 –

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURE

The Company Law of the PRC (2023 Revision) (the “ Company Law ”) came into effect on 1 July 2024. In order to further improve the governance structure of the Company and enhance its standardised operation, in accordance with the relevant provisions of the Company Law, the Guidelines on the Articles of Association of Listed Companies (《上市公司章程指引》), the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (《上海證券交易所股票上市規則》), the Guidelines No. 1 of the Shanghai Stock Exchange on the Application of Self-Regulation Rules for Listed Companies – Standard Operation (《上海證券交易所上市公司自律監管指引第1號－規範運作》), the Listing Rules and other laws, regulations and normative documents, and taking into account the actual situation of the Company, the Board proposes to amend the Articles of Association and to rectify textual editing errors and omissions in the full text of the Articles of Association. The Board also proposes amendments to the Rules of Procedure to align with the proposed amendments to the Articles of Association.

Details of the proposed amendments to the Articles of Association and the Rules of Procedure are set out in the appendices to this circular. The Articles of Association and the Rules of Procedure were prepared in Chinese, without a formal English version. As such, the English translation of the Articles of Association and the Rules of Procedure and their proposed amendments is for reference only. In case of any discrepancies, the Chinese version shall prevail.

The proposed amendments to the Articles of Association and the Rules of Procedure are subject to the approval by the Shareholders by way of special resolution and ordinary resolutions at the EGM, respectively. The amended Articles of Association shall be the version as approved by the relevant government authority.

Upon the proposed amendments to the Articles of Association having become effective, the Company will carry out necessary filing procedures with the Companies Registry in Hong Kong.

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LETTER FROM THE BOARD

EGM

The EGM will be held by the Company for the Shareholders to consider and, if thought fit, approve, the special resolution in relation to the proposed amendments to the Articles of Association and the ordinary resolutions in relation to the proposed amendments to the Rules of Procedure.

A notice convening the EGM to be held at 9:00 a.m. on Wednesday, 11 December 2024 at the conference room of the Company on 3rd Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC is set out on pages EGM-1 to EGM-3 of this circular.

A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.zhglb.com). Whether or not you are able to attend the EGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or to the Company’s registered address at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting of the Company shall be taken by poll unless the chairman of the meeting decides in good faith to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement of the poll results will be issued by the Company in the manner specified in Rule 13.39(5) of the Listing Rules after the EGM.

Having made all reasonable enquiries, to the best of the Directors’ knowledge, information and belief, no Shareholder has a material interest in the relevant resolutions regarding the proposed amendments to the Articles of Association and the Rules of Procedure, and as a result, no Shareholder is required to abstain from voting at the EGM.

– 3 –

LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors are of the view that the proposed amendments to the Articles of Association and the Rules of Procedure are in the interests of the Company and the Shareholders as a whole. Therefore, the Board recommends the Shareholders to vote in favour of the special resolution in relation to the proposed amendments to the Articles of Association and the ordinary resolutions in relation to the proposed amendments to the Rules of Procedure to be proposed at the EGM.

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

Triumph New Energy Company Limited Xie Jun

Chairman

19 November 2024

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Comparison Table of Amendments to the Articles of Association

The Board proposes to make the following amendments to the Articles of Association (deleted texts are presented in strikethrough and additional texts are presented in underline):

No.	Original version			Revised version
1.	Article 4The Company’s legal representative is the Chairman of the board (“Board”) of the Company.		Article 4 ~~The Company’s legal representative is the Chairman~~ ~~of the board (“Board”) of the Company~~ The Chairman of the board (“Board”) or the president is the legal representative of the Company. If a director or president who serves as the legal representative resigns, he shall be deemed to have resigned from the position of the legal representative simultaneously. If the legal representative resigns, the Company shall determine a new legal representative within thirty (30) days from the date of the resignation of the legal representative.
2.	Article 8The Company may invest in other limited liability companies and joint stock limited companies, to which the Company shall be liable to the extent of the amount of its capital contribution. Subject to the approval from the company’s approving department authorized by the State Council, the Company may operate such companies as prescribed in Article 15 of the Company Law subject to its operational and management needs.		Article 8The Company may invest in other limited liability companies and joint stock limited companies, to which the Company shall be liable to the extent of the amount of its capital contribution. Subject to the approval from the company’s approving department authorized by the State Council, the Company may operate such companies ~~as prescribed in Article 15~~ in accordance with the relevant provisions of the Company Law subject to its operational and management needs. Where the law stipulates that the Company shall not be the investor who assumes joint liabilities of the invested enterprise, such provisions shall prevail.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
3.	Article 25The Company may, based on its operating and development needs and in accordance with laws and regulations, increase its registered capital in the following ways, subject to resolution adopted by the general meeting: (1) public offering of shares; (2) non-public offering of shares; (3) allotment of bonus shares to existing Shareholders; (4) conversion of provident funds into capital. (5) other methods as permitted by provisions of laws, administrative regulations, and the China Securities Regulatory Commission. If the Company increases its registered capital, the Company shall, in accordance with the laws, apply for change in registration with the company registration authority.		Article 25The Company may, based on its operating and development needs and in accordance with laws and regulations, increase its registered capital in the following ways, subject to resolution adopted by theshareholders’ ~~general~~ meeting: (1) public offering of shares; (2) non-public offering of shares; (3) allotment of bonus shares to existing Shareholders; (4) conversion of provident funds into capital. (5) other methods as permitted by provisions of laws, administrative regulations, and the China Securities Regulatory Commission. If the Company increases its registered capital, the Company shall, in accordance with the laws, apply for change in registration with the company registration authority. The shareholders’ meeting may authorize the Board of the Company to decide on the issuance of shares not exceeding 50% of the issued shares within three years. However, the capital contribution in the form of non-monetary property shall be resolved by the shareholders’ meeting. If the Board decides to issue new shares, the resolution of the Board shall be passed by more than two-thirds of all the Directors. If the decision of the Board of Directors to issue shares in accordance with the preceding paragraph results in a change in the registered capital of the Company or the number of issued shares, the amendment of the matters recorded in the Articles of Association shall not be subject to the vote of the shareholders’ meeting .

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
4.	Article 26The Company may reduce its registered capital. The reduction of registered capital shall be made in accordance with the Company Law and other relevant regulations as well as procedures stipulated in the Articles of Association.		Article 26The Company may reduce its registered capital.~~The~~ ~~reduction of registered capital shall be made in accordance~~ ~~with the Company Law and other relevant regulations as well as~~ ~~procedures stipulated in the Articles of Association.~~ In the event that the Company reduces its registered capital, the number of shares shall be reduced correspondingly according to the proportion of shares held by the Shareholders, unless otherwise provided by laws, administrative regulations, the listing rules of the stock exchange where the shares of the Company are listed, or the Articles of Association. If the Company remains in a loss position after making up for its losses in accordance with the provisions of Company Law, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for the losses, the Company shall not make any distribution to the Shareholders; nor shall the Shareholders be exempted from the obligation to make payment for the shares. Where the registered capital is reduced in accordance with the preceding paragraph, an announcement shall be made in a newspaper or on the National Enterprise Credit Information Publicity System within thirty days from the date of the resolution on reduction of registered capital being made at the shareholders’ meeting. After reducing its registered capital in accordance with the provisions of the preceding two paragraphs, the Company shall not distribute profits until the accumulated amount of the statutory reserve and discretionary reserve reaches 50% of the Company’s registered capital.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
5.	Article 27The Company shall prepare a balance sheet and an inventory of assets when it needs to reduce its registered capital. The Company shall notify its creditors within ten (10) days from the date of the Company’s resolution on reduction of capital and shall publish announcements in the newspaper within thirty (30) days from the date of such resolution. A creditor has the right, within thirty (30) days of receiving the notice from the Company or, in the case of a creditor who does not receive the notice, within forty-five (45) days from the date of the announcement, to require the Company to repay its debt or provide a corresponding guarantee for such debt. The reduction of registered capital of the Company shall be registered with the corporate registration authority according to the law. The registered capital of the Company after the reduction shall not be less than the statutory minimum amount.		Article 27The Company shall prepare a balance sheet and an inventory of assets when it needs to reduce its registered capital. The Company shall notify its creditors within ten (10) days from the date of the Company’s resolution on reduction of capital and shall publish announcements in the newspaperor on the National Enterprise Credit Information Publicity System within thirty (30) days from the date of such resolution. A creditor has the right, within thirty (30) days of receiving the notice from the Company or, in the case of a creditor who does not receive the notice, within forty-five (45) days from the date of the announcement, to require the Company to repay its debt or provide a corresponding guarantee for such debt. The reduction of registered capital of the Company shall be registered with the corporate registration authority according to the law. The registered capital of the Company after the reduction shall not be less than the statutory minimum amount.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version
6.	Article 28The Company shall not buy back its shares, except in one of the following circumstances: (1) to reduce the registered capital of the Company; (2) to merge with another company that holds shares of the Company; (3) to utilize its shares for employee stock ownership plans or share option incentives; (4) to acquire shares held by Shareholders (upon their request) who vote against any resolution on the merger or division of the Company proposed in general meeting; (5) to utilize its shares for conversion into convertible corporate bonds issued by the Company; (6) to protect the Company’s value and shareholders’ interest as the Company deems necessary.	Article 28The Company shall not buy back its shares, except in one of the following circumstances: (1) to reduce the registered capital of the Company; (2) to merge with another company that holds shares of the Company; (3) to utilize its shares for employee stock ownership plans or share option incentives; (4) to acquire shares held by Shareholders (upon their request) who vote against any resolution on the merger or division of the Company proposed inshareholders’ ~~general~~ meeting; (5) to utilize its shares for conversion into convertible corporate bonds issued by the Company; (6) to protect the Company’s value and shareholders’ interest as the Company deems necessary.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version			Revised version
7.	Article 33The shares of the Company held by the promoters shall not be transferred within one year from the date of the incorporation of the Company. Shares already issued by the Company before a public offering shall not be transferred within one year from the date of the shares of the Company being listed on a stock exchange. The Directors, supervisors and senior managers of the Company shall report to the Company the numbers of the Company’s shares (including preference shares) held by them and the changes thereof, and the number of the Company’s shares transferred by each of them annually during their term of office shall not exceed 25% of the total number of the Company’s shares of the same class respectively held by them; the shares they hold in the Company shall not be transferred within one year from the date that the shares of the Company are listed. The persons mentioned above shall not transfer their shares in the Company within half a year after they leave office.		Article 33 ~~The shares of the Company held by the promoters~~ ~~shall not be transferred within one year from the date of the~~ ~~incorporation of the Company.~~ Shares already issued by the Company before a public offering shall not be transferred within one year from the date of the shares of the Company being listed on a stock exchange.Where laws, administrative regulations or the securities regulatory authorities of the State Council otherwise provide for the transfer of shares of the Company held by Shareholders or actual controllers of a listed company, such provisions shall apply. The Directors, supervisors and senior managers of the Company shall report to the Company the numbers of the Company’s shares (including preference shares) held by them and the changes thereof, and the number of the Company’s shares transferred by each of them annually~~during their term of office~~ as determined upon appointment shall not exceed 25% of the total number of the Company’s shares~~of the same class respectively~~ held by them; the shares they hold in the Company shall not be transferred within one year from the date that the shares of the Company are listed. The persons mentioned above shall not transfer their shares in the Company within half a year after they leave office. Where the shares are pledged within the period of restriction on transfer as prescribed by laws or administrative regulations, the pledgee may not exercise the pledge right during the period of restriction on transf er.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version			Revised version
8.	Article 35The Company and its subsidiaries shall not, by any other means at any time, provide any kind of financial assistance to a person who is acquiring or is proposing to acquire shares of the Company. The aforesaid acquirer of shares of the Company includes a person who directly or indirectly incurs any obligations due to the acquisition of shares of the Company. The Company and its subsidiaries shall not, by any means at any time, provide financial assistance to the said acquirer for the purpose of reducing or discharging the obligations assumed by that person. This provision does not apply to the circumstances stated in Article 37.		Article 35 ~~h~~
			~~oter mean~~

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version			Revised version
9.	Article 37The following activities shall not be deemed to be activities as prohibited in Article 35: (1) the provision of financial assistance by the Company where the financial assistance is given in good faith in the interest of the Company, and the principal purpose of giving the financial assistance is not for the acquisition of shares of the Company, or the giving of the financial assistance is an incidental part of a master plan of the Company; (2) the lawful distribution of the Company’s assets as dividend; (3) the allotment of bonus shares as dividends; (4) a reduction of registered capital, a repurchase of shares or a reorganization of the share capital structure of the Company effected in accordance with the Articles of Association of the Company; (5) The provision of loans by the Company within its scope of business and in the ordinary course of its business (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are thereby reduced, the financial assistance is provided out of the distributable profits of the Company); (6) The contribution by the Company to employees’ share schemes (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are thereby reduced, the financial assistance is provided out of the distributable profits of the Company).		Article 37 In addition to the provisions of Article 35, the ~~The~~ following activities shall not~~be deemed to be activities as~~ ~~prohibited in Article 35~~ prohibited for financial assistance: (1) the provision of financial assistance by the Company where the financial assistance is given in good faith in the interest of the Company, and the principal purpose of giving the financial assistance is not for the acquisition of shares of the Company, or the giving of the financial assistance is an incidental part of a master plan of the Company; (2) the lawful distribution of the Company’s assets as dividend; (3) the allotment of bonus shares as dividends; (4) a reduction of registered capital, a repurchase of shares or a reorganization of the share capital structure of the Company effected in accordance with the Articles of Association of the Company; (5) The provision of loans by the Company within its scope of business and in the ordinary course of its business (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are thereby reduced, the financial assistance is provided out of the distributable profits of the Company); (6) The contribution by the Company to employees’ share schemes (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are thereby reduced, the financial assistance is provided out of the distributable profits of the Company).	In addition to the

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
10.	Article 38Share certificates of the Company shall be in registered form. The share certificates of the Company shall contain the following major particulars: (1) name of the Company; (2) date of incorporation of the Company; (3) class of the shares, nominal value and number of shares represented; (4) serial number of the certificate; (5) other items to be contained as required by the Company Law, the Special Regulations and the stock exchange on which the shares of the Company are listed.		Article 38Share certificates of the Company shall be in registered form. The share certificates of the Company shall contain the following major particulars: (1) name of the Company; (2) date of incorporation of the Company; (3) class of the shares, nominal value and number of shares represented; (4) serial number of the certificate; (5) other items to be contained as required by the Company Law~~, the Special Regulations~~ and the stock exchange~~on~~ ~~which~~ where the shares of the Company are listed.
11.	Article 40The share certificates shall be signed by the Chairman. Where the stock exchange on which the shares of the Company are listed requires the share certificates to be signed by other senior management members, the share certificates shall also be signed by such senior management members. The share certificates shall take effect after being affixed, or affixed by way of printing, with the seal of the Company. The share certificates shall only be affixed with the Company’s seal under the authorization of the Board. The signatures of the Chairman of the Company or other relevant senior management members on the share certificates may also be in printed form.		Article 40The share certificates shall be signed by the legal representative and stamped by the Company .

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version
12.	Article 48Any Shareholder who is registered in, or any person who requests to have his name entered in, the register of Shareholders may, if his share certificates (the “original certificates”) are lost, apply to the Company for a replacement share certificate in respect of such shares (the “relevant shares”). If a holder of the domestic shares loses his share certificates and applies for their replacement, it shall be dealt with in accordance with the provisions of Article 143 of the Company Law. If a holder of overseas-listed foreign-invested shares loses his share certificates and applies for their replacements, it may be dealt with in accordance with the relevant laws, the rules of the stock exchange and other relevant regulations of the place where the original register of holders of overseas-listed foreign-invested shares is maintained. ⋯ ⋯	Article 48Any Shareholder who is registered in, or any person who requests to have his name entered in, the register of Shareholders may, if his share certificates (the “original certificates”) are lost, apply to the Company for a replacement share certificate in respect of such shares (the “relevant shares”). If a holder of the domestic shares loses his share certificates and applies for their replacement, it shall be dealt with in accordance with the provisions of~~Article 143~~ Article 164 of the Company Law. If a holder of overseas-listed foreign-invested shares loses his share certificates and applies for their replacements, it may be dealt with in accordance with the relevant laws, the rules of the stock exchange and other relevant regulations of the place where the original register of holders of overseas-listed foreign-invested shares is maintained. ⋯ ⋯

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version
13.	Article 52The Shareholders of the Company shall be entitled to the following rights: (1) the right to receive dividends and other distributions in proportion to the number of shares held; (2) the right to request, convene, preside, attend or appoint a proxy to attend general meetings and to exercise the corresponding voting right in accordance with the laws; (3) the right to supervise the business of the Company and to put forward proposals and raise inquiries; (4) the right to transfer, give or pledge their shares in accordance with laws, administrative regulations, and the Articles of Association, transfer of overseas listed foreign invested shares shall in accordance with the listing rules of the stock exchange on which shares of the Company are listed. (5) the right to require the Company to buy back their shares in the event of their objection(s) to resolutions of the general meetings concerning merger or division of the Company;	Article 52The Shareholders of the Company shall be entitled to the following rights: (1) the right to receive dividends and other distributions in proportion to the number of shares held; (2) the right to request, convene, preside, attend or appoint a proxy to attendshareholders’ ~~general~~ meetings and to exercise the corresponding voting right in accordance with the laws; (3) the right to supervise the business of the Company and to put forward proposals and raise inquiries; (4) the right to transfer, give or pledge their shares in accordance with laws, administrative regulations, and the Articles of Association, transfer of overseas listed foreign invested shares shall in accordance with the listing rules of the stock exchange~~on which~~ where shares of the Company are listed. (5) the right to require the Company to buy back their shares in the event of their objection(s) to resolutions of the shareholders’ ~~general~~ meetings concerning merger or division of the Company;

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version
	(6) the right to obtain relevant information in accordance with the provisions of the Articles of Association of the Company, including: (I) the right to obtain a copy of the Articles of Association, subject to payment of the cost of such copy; (II) the right to inspect and copy, subject to payment of a reasonable charge: (I) all parts of the register of members; (II) personal particulars of each of the Company’s Directors, Supervisors, president and other senior management members including: (a) present name and alias and any former name and alias; (b) principal address (residence); (c) nationality; (d) primary and all other part- time occupations; (e) identification document and its number. (III) report on the status of the Company’s share capital;	(6) the right to obtain relevant information in accordance with the provisions of the Articles of Association of the Company, including: (I) the right to~~obtain a copy of~~ inspect and copy the Articles of Association, subject to payment of the cost of such copy; (II) the right to inspect and copy, subject to payment of a reasonable charge: (I) all parts of the register of members; (II) personal particulars of each of the Company’s Directors, Supervisors, president and other senior management members including: (a) present name and alias and any former name and alias; (b) principal address (residence); (c) nationality; (d) primary and all other part- time occupations; (e) identification document and its number. (III) report on the status of the Company’s share capital;

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version
	(IV) reports showing the aggregate par value, quantity, maximum and minimum price paid in respect of each class of shares repurchased by the Company since the end of the last accounting year and the aggregate amount incurred by the Company for this purpose; (V) minutes of general meetings; (VI) counterfoils of corporate debentures; (VII) resolution at the Board meeting; (VIII) resolution at the supervisory committee meeting; (IX) financial and accounting report. (7) Shareholders shall have the right to know about and the right to participate in major matters of the Company set forth in the laws, administrative regulations and Articles of Association;	(IV) reports showing the aggregate par value, quantity, maximum and minimum price paid in respect of each class of shares repurchased by the Company since the end of the last accounting year and the aggregate amount incurred by the Company for this purpose; (V) minutes ofshareholders’ ~~general~~ meetings; (VI) counterfoils of corporate debentures; (VII) resolution at the Board meeting; (VIII) resolution at the supervisory committee meeting; (IX) financial and accounting report.If a Shareholder who holds individually or collectively more than 3% of the shares of the Company for more than 180 consecutive days may request to review the accounting books and accounting vouchers of the Company. (7) Shareholders shall have the right to know about and the right to participate in major matters of the Company set forth in the laws, administrative regulations and Articles of Association;

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
	(8) The Shareholders have right to protect their interests and rights through civil litigation or other legal means in accordance with laws and administrative regulations. In the event the resolutions of general meetings or the resolutions of the Board are in breach of laws and administrative regulations, the Shareholders shall have the right to request the court to hold such resolutions null and void. In case the convening and voting procedures of the general meetings or Board are in breach of laws, administrative regulations or this Articles of Association, or the content of the resolutions are in breach of the Articles of Association, the Shareholders shall have right to request the court to revoke such resolutions within sixty (60) days as of the date of resolutions made. The Directors and senior managers of the Company shall bear the liability of compensation in cases where they violate laws, administrative regulations or Articles of Association and cause damages to the Company during the performance of their duties. Shareholders who individually or jointly hold more than 1% shares of the Company for successive 180 days shall have the right to request the supervisory committee in writing to institute the legal proceedings in the People’s Court. Where the supervisory committee is in breach of laws, administrative regulations or this	(8)	The Shareholders have right to protect their interests and rights through civil litigation or other legal means in accordance with laws and administrative regulations. In the event the resolutions ofshareholders’ ~~general~~ meetings or the resolutions of the Board are in breach of laws and administrative regulations, the Shareholders shall have the right to request the court to hold such resolutions null and void. In case the convening and voting procedures of the general meetings or Board are in breach of laws, administrative regulations or this Articles of Association, or the content of the resolutions are in breach of the Articles of Association, the Shareholders shall have right to request the court to revoke such resolutions within sixty (60) days as of the date of resolutions made, unless there is only a slight defect in the procedure of convening or the method of voting at the shareholders’ meetings or Board meetings, which has no substantive impact on the resolution . The Directors and senior managers of the Company shall bear the liability of compensation in cases where they violate laws, administrative regulations orthis Articles of Association and cause damages to the Company during the performance of their duties. Shareholders who individually or jointly hold more than 1% shares of the Company for successive 180 days shall have the right to request the supervisory committee in writing to institute the legal proceedings in the People’s Court. Where the supervisory committee is in breach of laws, administrative regulations or this

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No. Original version Revised version Articles of Association and cause losses to the Company Articles of Association and cause losses to the Company during the performance of their duties, the Shareholders during the performance of their duties, the Shareholders shall have right to ask the Board in writing to institute shall have right to ask the Board in writing to institute the legal proceedings in the People’s Court. Where the the legal proceedings in the People’s Court. Where the supervisory committee and Board, after receiving the supervisory committee ~~and~~ or Board, after receiving the written request of the Shareholders, refuse to institute the written request of the Shareholders, refuse to institute the legal proceedings, or fail to institute the legal proceedings legal proceedings, or fail to institute the legal proceedings within 30 days after receiving the requisition, or the within 30 days after receiving the requisition, or the Company’s rights and interests may be damaged beyond Company’s rights and interests may be damaged beyond remedy in the case of emergency if no legal action is remedy in the case of emergency if no legal action is taken, the foregoing Shareholders shall, for the purpose taken, the foregoing Shareholders shall, for the purpose of protecting the Company’s rights and interests, institute of protecting the Company’s rights and interests, institute the legal proceedings in the People’s Court in their the legal proceedings in the People’s Court in their own own name. Where the others infringe the Company’s name. legitimate rights and interests and cause losses to the Company, Shareholders who individually or jointly hold Where the others infringe the Company’s legitimate more than 1% shares of the Company for more than 180 rights and interests and cause losses to the Company, days continuously shall institute the legal proceedings in Shareholders who individually or jointly hold more the People’s Court in accordance with the aforementioned than 1% shares of the Company for more than 180 days provisions. In case the Directors and senior managers continuously shall institute the legal proceedings in the violate the laws, administrative regulations or the Articles People’s Court in accordance with the aforementioned of Association and cause damage to the interests of the provisions. In case the Directors and senior managers Shareholders, the Shareholder may institute the legal violate the laws, administrative regulations or the Articles proceedings in the People’s Court. of Association and cause damage to the interests of the

Where the others infringe the Company’s legitimate rights and interests and cause losses to the Company, Shareholders who individually or jointly hold more than 1% shares of the Company for more than 180 days continuously shall institute the legal proceedings in the People’s Court in accordance with the aforementioned provisions. In case the Directors and senior managers violate the laws, administrative regulations or the Articles of Association and cause damage to the interests of the Shareholders, the Shareholder may institute the legal proceedings in the People’s Court.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
	(9) Whenever the Company terminates or liquidates, the Shareholder shall participate in the distribution of the rest properties of the Company in proportion to the shares they hold; (10) Other rights conferred by the laws, administrative regulations and the Articles of Association. Shareholders demanding inspection of the relevant information or copies of the materials mentioned in the preceding paragraph shall provide to the Company written documents evidencing the class and number of shares of the Company they hold. Upon verification of the Shareholder’s identity, the Company shall provide such information at the Shareholder’s request.	If the Directors, supervisors or senior management of a wholly-owned subsidiary of the Company are involved in any of the circumstances set forth in the preceding paragraph, or if any other person infringes upon the legitimate rights and interests of a wholly- owned subsidiary of the Company and causes losses, Shareholders who have held, individually or in the aggregate, more than 1% of the shares of the Company for more than 180 consecutive days may, in accordance with the provisions of the preceding paragraphs, request, in writing, that the supervisory committee or the Board of the wholly-owned subsidiary institute legal proceedings in the people’s court, or directly institute legal proceedings in their own names in the people’s court. (9) Whenever the Company terminates or liquidates, the Shareholder shall participate in the distribution of the rest properties of the Company in proportion to the shares they hold; (10) Other rights conferred by the laws, administrative regulations and the Articles of Association. Shareholders demanding inspection of the relevant information or copies of the materials mentioned in the preceding paragraph shall provide to the Company written documents evidencing the class and number of shares of the Company they hold. Upon verification of the Shareholder’s identity, the Company shall provide such information at the Shareholder’s request.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
			Shareholders requesting review the accounting books and accounting vouchers of the Company shall submit a written request to the Company stating the purpose thereof. If the Company has reasonable grounds to believe that the Shareholder’s requests to review the accounting books and accounting vouchers has improper purposes and may impair the legitimate interests of the Company, it may reject the request of the Shareholder to review the accounting books and accounting vouchers and shall, within 15 days from the Shareholder’s written request, respond to the Shareholder in writing, which shall include an explanation. If the Company rejects the request of any Shareholder to review the accounting books and accounting vouchers, the Shareholder may initiate proceedings in the people’s court. The Shareholder may retain an accounting firm, a law firm, or other intermediaries to review the materials specified in the preceding paragraph. The Shareholder and the accounting firm, the law firm, or other intermediaries retained by it shall comply with the provisions of the laws and administrative regulations relating to the protection of state secrets, commercial secrets, personal privacy and personal information, etc., when reviewing and duplicating the relevant material. If a Shareholder requests to review or duplicate the relevant materials of the Company’s wholly-owned subsidiaries, the above four provisions shall apply .

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version
14.	Article 53The Shareholders of the Company shall be liable for the following responsibilities: abide by the laws, administrative regulations and Articles of Association: (1) abide by the laws, administrative regulations and Articles of Association; (2) contribute the capital according to the shares subscribed and type of capital contribution; (3) not to withdraw shares unless otherwise permitted under the circumstances stipulated in the laws and regulations; (4) not to abuse the rights of Shareholders to damage the rights and interests of the Company or other Shareholders; or abuse the independent status of the Company’s legal person and the Shareholders’ limited liabilities to damage the creditors’ rights and interests of the Company. The Shareholders of the Company, whoever abuse the Shareholders’ rights and causes losses to the Company or other Shareholders, shall be liable for compensation. Where the Shareholders abuse the independent status of the Company’s legal person and the Shareholders’ limited liabilities and evade the repayment of debts, severely damaging the creditors’ rights and interests of the Company, he shall bear joint liabilities for the debts of the Company. (5) Other liabilities to be responsible for stipulated in the laws, administrative regulations and the Articles of Association.	Article 53The Shareholders of the Company shall be liable for the following responsibilities: abide by the laws, administrative regulations and Articles of Association: (1) abide by the laws, administrative regulations and Articles of Association; (2) contribute the capital according to the shares subscribed and type of capital contribution; (3) not to withdraw shares unless otherwise permitted under the circumstances stipulated in the laws and regulations; (4) not to abuse the rights of Shareholders to damage the rights and interests of the Company or other Shareholders~~; or abuse the independent status of the~~ ~~Company’s legal person and the Shareholders’ limited~~ ~~liabilities to damage the creditors’ rights and interests~~ ~~of the Company~~ . The Shareholders of the Company, whoever abuse the Shareholders’ rights and causes losses to the Company or other Shareholders, shall be liable for compensation. Where the Shareholders abuse the independent status of the Company’s legal person and the Shareholders’ limited liabilities and evade the repayment of debts, severely damaging the creditors’ rights and interests of the Company, he shall bear joint liabilities for the debts of the Company.If a Shareholder, through two or more companies under his control, commits an act under the preceding paragraph, each company shall be jointly liabilities for the debts of any one of the companies. (5) Other liabilities to be responsible for stipulated in the laws, administrative regulations and the Articles of Association.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version
15.	Article 55In addition to obligations imposed by laws, administrative regulations or required by the listing rules of the stock exchange on which 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 of all or some of the Shareholders of the Company: (1) to relieve a Director or supervisor of his duty to act honestly in the best interests of the Company; (2) to approve the expropriation by a Director or supervisor (for his own benefit or for the benefit of another person), in any guise, of the Company’s assets, including (without limitation) opportunities beneficial to the Company; (3) to approve the expropriation by a Director or supervisor (for his own benefit or for the benefit of another person) of the individual rights of other Shareholders, including (without limitation) rights to distributions and voting rights save for a company restructuring submitted to the general meeting for approval in accordance with the Articles of Association of the Company.	Article 55In addition to obligations imposed by laws, administrative regulations or required by the listing rules of the stock exchange~~on which~~ where 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 of all or some of the Shareholders of the Company: (1) to relieve a Director or supervisor of his duty to act honestly in the best interests of the Company; (2) to approve the expropriation by a Director or supervisor (for his own benefit or for the benefit of another person), in any guise, of the Company’s assets, including (without limitation) opportunities beneficial to the Company; (3) to approve the expropriation by a Director or supervisor (for his own benefit or for the benefit of another person) of the individual rights of other Shareholders, including (without limitation) rights to distributions and voting rights save for a company restructuring submitted to the general meeting for approval in accordance with the Articles of Association of the Company.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version			Revised version
16.	Article 56The term “controlling Shareholder” referred to in the preceding article means a person who satisfies any one of the following conditions: (1) he alone, or acting in concert with others, has the power to elect more than half of the Board members; (2) he alone, or acting in concert with others, has the power to exercise or to control the exercise of 30% or more of the voting rights in the Company; (3) he alone, or acting in concert with others, holds 30% or more of the issued and outstanding shares of the Company; (4) he alone, or acting in concert with others, in any other manner controls the Company in fact.		Article 56 ~~The term “controlling Shareholder” referred to in~~ ~~the preceding article means a person who satisfies any one of~~ ~~the following conditions:~~ ~~(1)~~ ~~he alone, or acting in concert with others, has the~~ ~~power to elect more than half of the Board members;~~ ~~(2)~~ ~~he alone, or acting in concert with others, has the~~ ~~power to exercise or to control the exercise of 30% or~~ ~~more of the voting rights in the Company;~~ ~~(3)~~ ~~he alone, or acting in concert with others, holds 30%~~ ~~or more of the issued and outstanding shares of the~~ ~~Company;~~ ~~(4)~~ ~~he alone, or acting in concert with others, in any other~~ ~~manner controls the Company in fact.~~ The controlling Shareholder referred to Shareholder who holds more than 50% of the Company’s total share capital or Shareholder whose share proportion is less than 50% of the Company’s share capital but whose voting rights have significant influence on the resolution of the shareholders’ meeting. The actual controller referred to anyone who can actually control the actions of the Company through investment relationships, agreements or any other arrangements .

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version			Revised version
17.	Article 57The controlling Shareholders and actual controllers of the Company owe a duty of good faith towards the Company and the Shareholders of the public shares. The controlling Shareholders shall strictly comply with laws and regulations while exercising their rights as investors, and shall be prevented from damaging the legal rights and interests of the Company’s and Shareholders of the public shares, by means such as connected transactions, profits distribution, assets restructuring, investment abroad, collateral loan, or from taking advantage of their controlling position to damage the rights and interests of the Company and the Shareholders of the public shares.		Article 57 Any controlling Shareholders, actual controllers, Directors, supervisors or senior managers of the Company shall not use connected relationship to impair the interests of the Company. In the event that violation of preceding paragraph results in damage to the Company, such person shall be liable for compensation. The controlling Shareholders and actual controllers of the Company owe a duty of good faith towards the Company and the Shareholders of the public shares. The controlling Shareholders shall strictly comply with laws and regulations while exercising their rights as investors, and shall be prevented from damaging the legal rights and interests of the Company’s and Shareholders of the public shares, by means such as connected transactions, profits distribution, assets restructuring, investment abroad, collateral loan, or from taking advantage of their controlling position to damage the rights and interests of the Company and the Shareholders of the public shares. The controlling Shareholders and de facto controllers of the Company shall not intervene in the normal decision- making procedures of the Company in violation of laws, regulations, departmental rules, business rules and the Articles of Association, to the detriment of the legitimate rights and interests of the Company and other Shareholders, shall not set up approval procedures for the results of the Shareholders‘ meeting on the election of personnel and the resolution of the Board on the appointment of personnel, shall not intervene in the normal procedures for the election and appointment of senior management personnel, and shall not directly appoint or remove senior management personnel over and above the Shareholders’ meeting and the Board. A controlling Shareholder or de facto controller of a company who instructs director or senior management personnel to engage in acts detrimental to the interests of the Company or its Shareholders shall be jointly and severally liable with such director or senior management personnel.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
18.	Article 59The general meeting may exercise the following functions and powers: (1) to decide on the operating policies and investment plans of the Company; (2) to elect and remove Directors who are not employee representatives and to decide on matter relating to the remuneration of the relevant Directors; (3) to elect and remove supervisors who are not employee representatives, and to decide on matter relating to the remuneration of the relevant supervisors; (4) to consider and approve the reports of the Board; (5) to consider and approve the reports of the Supervisory Committee; (6) to consider and approve the proposed annual financial budgets and final accounts of the Company; (7) to consider and approve the profit distribution plans and loss recovery plans of the Company; (8) to adopt resolutions on any increase or reduction of registered capital of the Company; (9) to adopt resolutions on merger, division, dissolution, and liquidation, or change in corporate form of the Company; (10) to adopt resolutions on the issue of debentures of the Company;	Article 59Theshareholders’ ~~general~~ meeting may exercise the following functions and powers: ~~(1)~~ ~~to decide on the operating policies and investment~~ ~~plans of the Company;~~ (~~2~~ ~~1~~ ) to elect and remove Directors who are not employee representatives, dismiss Directors and to decide on matter relating to the remuneration of the relevant Directors; (~~3~~ ~~2~~ ) to elect ~~and~~ ~~,~~ remove and dismiss supervisors who are not employee representatives, and to decide on matter relating to the remuneration of the relevant supervisors; (~~4~~ ~~3~~ ) to consider and approve the reports of the Board; (~~5~~ ~~4~~ ) to consider and approve the reports of the Supervisory Committee; ~~(6)~~ ~~to consider and approve the proposed annual financial~~ ~~budgets and final accounts of the Company;~~ (~~7~~ ~~5~~ ) to consider and approve the profit distribution plans and loss recovery plans of the Company; (~~8~~ ~~6~~ ) to adopt resolutions on any increase or reduction of registered capital of the Company; (~~9~~ ~~7~~ ) to adopt resolutions on merger, division, dissolution, and liquidation, or change in corporate form of the Company; (~~10~~ ~~8~~ ) to adopt resolutions on the issue of debentures of the Company;	shareholders’

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version			Revised version
	(11) to adopt resolutions on the appointments or dismissals of accounting firms; (12) to amend the Articles of Association of the Company; (13) to consider the temporary proposals submitted by Shareholders who individually or collectively hold more than 3% (including 3%) of the Company’s voting shares; (14) to consider and approve the guarantees provided in Article 60; (15) to consider the acquisition or disposal of any major assets, the amount of which exceeds 30% of the latest audited total assets of the Company; (16) to consider the change of use of proceeds from capitals raised; (17) to consider the adoption of share incentive scheme and employee stock ownership plans; (18) to consider such other things required by laws, administrative regulations, departmental rules or the Articles of Association to be resolved by general meeting of Shareholders; (19) to authorize or delegate to the Board to attend to deal with the authorized or entrusted matters other than the above.		(~~11~~ ~~9~~ ) to adopt resolutions on the appointments or dismissals of accounting firms; (~~12~~ ~~1~~0 ) to amend the Articles of Association of the Company; (~~13~~ ~~1~~1 ) to consider the temporary proposals submitted by Shareholders who individually or collectively hold more than~~3~~ ~~1~~ %(including~~3~~ ~~1~~ %) of the Company’s voting shares; (~~14~~ ~~1~~2 ) to consider and approve the guarantees provided in Article 60; (~~15~~ ~~1~~3 ) to consider the acquisition or disposal of any major assets within one year , the amount of which exceeds 30% of the ~~latest audited~~ total assets of the Company; (~~16~~ ~~1~~4 ) to consider the change of use of proceeds from capitals raised; (~~17~~ ~~1~~5 ) to consider the adoption of share incentive scheme and employee stock ownership plans; (~~18~~ ~~1~~6 ) to consider such other things required by laws, administrative regulations, departmental rules or the Articles of Association to be resolved byshareholders’ ~~general~~ meeting~~of Shareholders~~ ; (~~19~~ ~~1~~7 ) to authorize or delegate to the Board to attend to deal with the authorized or entrusted matters other than the above. The Board may be authorized by the shareholders’ meeting to adopt resolutions on the issuance of corporate bonds.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
19.	Article 60Any of the Company’s following guarantee activities shall be approved by the general meeting: (1) Any of the external guarantee provided after the total guaranteed amount of the Company and its controlling subsidiaries to the any other party reach to or exceed 50% of the latest audited net assets; (2) Any of the external guarantee provided after the total guaranteed amount of the Company reach to or exceed 30% of the latest audited net assets; (3) the amount of the guarantees provided by the Company within one year exceeding 30% of the latest audited total assets; (4) Providing the guarantee for the guaranteed object, whose the ratio of liabilities to assets exceeding 70%; (5) The amount of single guarantee exceeds 10% of the latest audited net assets; (6) Providing the guarantee for the Shareholders, actual controllers and it connected parties.		Article 60Any of the Company’s following guarantee activities shall be approved by theshareholders’ ~~general~~ meeting: (1) Any of the external guarantee provided after the total guaranteed amount of the Company and its controlling subsidiaries to the any other party~~reach to or~~ exceed 50% of theCompany’s latest audited net assets; (2) Any of the external guarantee provided after the total guaranteed amount of the Companyand its controlling subsidiaries ~~reach to or~~ exceed 30% of theCompany’s latest audited net assets; (3) In accordance with the principle of cumulative calculation of the guarantee amount within 12 consecutive months , ~~the amount of~~ the guarantees ~~provided by the Company within one year~~ exceeding 30% of theCompany’s latest audited total assets; (4) Providing the guarantee for the guaranteed object, whose the ratio of liabilities to assets exceeding 70%; (5) The amount of single guarantee exceeds 10% of the latest audited net assets; (6) Providing the guarantee for the Shareholders, actual controllers and it connected parties~~.~~ ; (7) Other guarantee circumstances stipulated by laws, regulations, regulatory documents or the Articles of Association of the Company.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
			The aforesaid external guarantees which shall be approved by the Shareholders‘ meeting must be considered and approved by the Board before they are submitted to the Shareholders’ meeting for approval. When the Shareholders’ meeting deliberates on the guarantees referred to in item (II) of this Article, it must be approved by more than two-thirds of the voting rights held by the Shareholders present at the meeting. The Board shall have the right to consider and approve external guarantees other than those mentioned above that require the approval of the Shareholders’ meeting. Where the Company provides guarantees for Shareholders, de facto controllers and their related parties, the controlling Shareholders, de facto controllers and their related parties shall provide counter-guarantees.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
20.	Article 63When the Company convenes an annual general meeting, a notice shall be given twenty (20) business days prior to the date of the meeting, and when the Company convenes an extraordinary general meeting, a notice shall be given ten (10) business days or fifteen (15) days (whichever is longer) prior to the date of the meeting. The general meeting shall have a venue and be held on-site. The Company shall also provide voting by way of internet voting to facilitate the participation of Shareholders in the general meeting. A Shareholder who participated in a general meeting in the aforesaid manners shall be deemed to have been present at the meeting. The same voting right can only be exercised by electing to vote at the scene or via internet or other ways of voting. In the event that the same voting right has been exercised twice, the result of the first voting shall prevail. At any general meeting, voting shall be conducted by open ballot. The Board and other conveners shall take necessary measures to ensure the normal order of the general meeting. It/they will take measures to halt acts that disrupt the general meeting, seek to cause trouble or infringe upon the lawful rights and interests of Shareholders and promptly report the same to the relevant authorities to investigate and deal with the matters.		Article 63When the Company convenes an annualshareholders’ ~~general~~ meeting, a notice shall be given twenty (20) business days prior to the date of the meeting, and when the Company convenes an extraordinaryshareholders’ ~~general~~ meeting, a notice shall be given ten (10) business days or fifteen (15) days (whichever is longer) prior to the date of the meeting. Theshareholders’ ~~general~~ meeting shall have a venue and be held on-site. The Company shall also provide voting by way of internet voting to facilitate the participation of Shareholders in the shareholders’ ~~general~~ meeting.The convening and voting of the shareholders’ meeting of the Company may be conducted by electronic communication, provided that the Company shall specify the detailed participation manners for electronic communication in the notice. A Shareholder who participated in ashareholders’ ~~general~~ meeting in the aforesaid manners shall be deemed to have been present at the meeting. The same voting right can only be exercised by electing to vote at the scene or via internet or other ways of voting. In the event that the same voting right has been exercised twice, the result of the first voting shall prevail. At anyshareholders’ ~~general~~ meeting, voting shall be conducted by open ballot. The Board and other conveners shall take necessary measures to ensure the normal order of theshareholders’ ~~general~~ meeting. It/ they will take measures to halt acts that disrupt theshareholders’ ~~general~~ meeting, seek to cause trouble or infringe upon the lawful rights and interests of Shareholders and promptly report the same to the relevant authorities to investigate and deal with the matters.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
21.	Article 65While convening the general meeting, the Board, supervisory committee and Shareholders alone or in aggregate holding more than 3% of the shares of the Company have right to make a proposal. The Shareholders alone or in aggregate holding more than 3% (including 3%) of the shares of the Company can make a temporary proposal and submit in writing to the convener ten (10) days prior to the date of the general meeting. The convener shall issue a supplementary notice of the general meeting within two (2) days upon the receipt of the proposal and make a public announcement of the contents of such temporary proposal. Unless in the circumstance herein above, the convener may not, after publishing the notice of the general meeting, make any change to the motions set forth in such notice or add any new motions. Contents of the temporary proposal shall fall within the scope of authority of the general meeting, and set out specific subject and matters to be resolved.		Article 65While convening the general meeting, the Board, supervisory committee and Shareholders alone or in aggregate holding more than~~3~~ ~~1~~ %of the shares of the Company have right to make a proposal. The Shareholders alone or in aggregate holding more than ~~3~~ 1 % (including~~3~~ 1 %) of the shares of the Company can make a temporary proposal and submit in writing to the~~convener~~ Board ten (10) days prior to the date of theshareholders’ ~~general~~ meeting.Provisional proposals shall have clear agenda and specific resolutions. The~~convener~~ Board shall issue a supplementary notice of theshareholders’ ~~general~~ meeting within two (2) days upon the receipt of the proposal and make a public announcement of the contents of such temporary proposal, and submit the same to the shareholders’ meeting for consideration, unless the provisional proposal violates the laws, administrative regulations or provisions of the Articles of Association, or does not fall within the scope of the functions and powers of the shareholders’ meeting. The Company shall not increase the shareholding of Shareholders who submit the provisional proposal . Unless in the circumstance herein above, the convener may not, after publishing the notice of theshareholders’ ~~general~~ meeting, make any change to the motions set forth in such notice or add any new motions. Contents of the temporary proposal shall fall within the scope of authority of theshareholders’ ~~general~~ meeting, and set out specific subject and matters to be resolved.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
22.	Article 71The Shareholders individually or jointly holding more than 10% shares of the Company, have right to request the Board to convene the extraordinary general meeting and shall make the proposal to the Board in writing. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association, give the written feedback on whether agreeing to convene the extraordinary general meeting or not within ten (10) days after receiving such proposal. Where the Board agrees to convene the extraordinary general meeting, the Board shall send out the notice of the general meeting within five (5) days after making the resolutions and any change of the original request in the notice shall be approved by the relevant Shareholders. Where the Board disagrees to convene the extraordinary general meeting, or fails to give feedback within ten (10) days after receiving the proposal, Shareholders individually or jointly holding more than 10% shares of the Company have right to propose to the supervisory committee to convene the extraordinary general meeting and shall make such proposal in writing. Where the supervisory committee agrees to convene the extraordinary general meeting, the supervisory committee shall send out the notice of the general meeting within five (5) days after receiving the proposal and any change of the original request in the notice shall be approved by the relevant Shareholders. Where the supervisory committee failure to send out such notice within the prescribed term shall be deemed as unable to or failure to convene the general meeting, the Shareholders individually or jointly holding more than 10% shares of the Company for more than ninety (90) consecutive days are entitled to independently convene and preside over a general meeting.		Article 71The Shareholders individually or jointly holding more than 10% shares of the Company, have right to request the Board to convene the extraordinaryshareholders’ ~~general~~ meeting and shall make the proposal to the Board in writing. The Board shall, in accordance with the laws, administrative regulations and the Articles of Association,~~give the written feedback~~ make a decision on whether agreeing to convene the extraordinary shareholders’ ~~general~~ meeting or not within ten (10) days after receiving such proposaland shall give a written reply to the Shareholders . Where the Board agrees to convene the extraordinary shareholders’ ~~general~~ meeting, the Board shall send out the notice of theshareholders’ ~~general~~ meeting within five (5) days after making the resolutions and any change of the original request in the notice shall be approved by the relevant Shareholders. Where the Board disagrees to convene the extraordinary shareholders’ ~~general~~ meeting, or fails to give feedback within ten (10) days after receiving the proposal, Shareholders individually or jointly holding more than 10% shares of the Company have right to propose to the supervisory committee to convene the extraordinary shareholders’ ~~general~~ meeting and shall make such proposal in writing.The supervisory committee shall make a decision on whether to convene an extraordinary shareholders’ meeting within ten (10) days from the date of receipt of the request, and shall give a written reply to the Shareholders. Where the supervisory committee agrees to convene the extraordinaryshareholders’ ~~general~~ meeting, the supervisory committee shall send out the notice of theshareholders’ ~~general~~ meeting within five (5) days after receiving the proposal and any change of the original request in the notice shall be approved by the relevant Shareholders. Where the supervisory committee failure to send out such notice within the prescribed term shall be deemed as unable to or failure to convene theshareholders’ ~~general~~ meeting, the Shareholders individually or jointly holding more than 10% shares of the Company for more than ninety (90) consecutive days are entitled to independently convene and preside over ashareholders’ ~~general~~ meeting.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
23.	Article 79Any Shareholder entitled to attend and vote at the general meeting (i.e. a Shareholder holding or representing shares with voting rights) may exercise the following right: (i) the right to speak at the meeting; (ii) the right to vote at the meeting; (iii) have authority to demand or, jointly with others, in demanding a poll; Unless individual Shareholders are required by Article 106 to abstain from voting on any particular resolutions. Hong Kong Securities Clearing Company Limited shall be entitled to appoint proxies or corporate representatives to attend the Company’s general meetings, and those proxies or corporate representatives shall enjoy the statutory rights equivalent to the rights of other Shareholders, including the right to speak and vote, as well as the same rights as other creditors of the same class as set out in Chapter 24 in the event of dissolution and liquidation of the Company.		Article 79Any Shareholder entitled to attend and vote at the shareholders’ ~~general~~ meeting (i.e. a Shareholder holding or representing shares with voting rights) may exercise the following right: (i) the right to speak at the meeting; (ii) the right to vote at the meeting; (iii) have authority to demand or, jointly with others, in demanding a poll; Unless individual Shareholders are required by Article 10~~6~~ 5 to abstain from voting on any particular resolutions. Hong Kong Securities Clearing Company Limited shall be entitled to appoint proxies or corporate representatives to attend the Company’sshareholders’ ~~general~~ meetings, and those proxies or corporate representatives shall enjoy the statutory rights equivalent to the rights of other Shareholders, including the right to speak and vote, as well as the same rights as other creditors of the same class ~~as set out in Chapter 24~~ in the event of dissolution and liquidation of the Company.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
	Any Shareholder entitled to attend and vote at the general meeting shall also have the right to appoint one or several persons (who may not be Shareholders) to act as his proxy to attend and vote at the meeting on his behalf. The proxy/proxies so appointed by the Shareholder shall exercise the following rights: (1) have the same right as the Shareholder to speak at the meeting; (2) have authority to demand or, jointly with others, in demanding a poll. The proxy/proxies have the right to vote by hands or on a poll. Where more than one proxy is appointed, the proxies may only exercise the voting right on a poll.		Any Shareholder entitled to attend and vote at theshareholders’ ~~general~~ meeting shall also have the right to appoint one or several persons (who may not be Shareholders) to act as his proxy to attend and vote at the meeting on his behalf. The proxy/proxies so appointed by the Shareholder shall exercise the following rights: (1) have the same right as the Shareholder to speak at the meeting; (2) have authority to demand or, jointly with others, in demanding a poll. The proxy/proxies have the right to vote by hands or on a poll. Where more than one proxy is appointed, the proxies may only exercise the voting right on a poll.
24.	Article 94The following matters shall be resolved by an ordinary resolution at a general meeting: (1) work reports of the Board and the Supervisory Committee; (2) plans formulated by the Board for distribution of profits and for making up losses; (3) the appointment and removal of members of the Board and the Supervisory Committee and their remuneration and payment methods; (4) the Company’s annual financial budgets, final accounts and annual report; (5) matters other than these required by the laws and administrative regulations or by the Articles of Association of the Company to be adopted by special resolutions.		Article 94The following matters shall be resolved by an ordinary resolution at ashareholders’ ~~general~~ meeting: (1) work reports of the Board and the Supervisory Committee; (2) plans formulated by the Board for distribution of profits and for making up losses; (3) the appointment and removal of members of the Board and the Supervisory Committee and their remuneration and payment methods; (4) the Company’s~~annual financial budgets, final accounts~~ ~~and~~ annual report; (5) matters other than these required by the laws and administrative regulations or by~~the~~ this Articles of Association~~of the Company~~ to be adopted by special resolutions.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version
25.	Article 95The following matters shall be resolved by a special resolution at a general meeting: (1) increase or reduction of the registered capital and issue of shares of any class, stock warrants or other similar securities; (2) issuance of corporate debentures; (3) the division, merger, spin-off, dissolution, liquidation and voluntary winding up of the Company; (4) amendments to the Articles of Association; (5) The major assets sold or acquired within one (1) year or the guaranteed amount exceeds 30% of the Company’s latest audited total assets; (6) Share incentive scheme. (7) other matters stipulated by laws, administrative regulations or the Articles of Association and approved at the general meeting, by an ordinary resolution, which may have a material impact on the Company and therefore require to be adopted by a special resolution.	Article 95The following matters shall be resolved by a special resolution at a general meeting: (1) increase or reduction of the registered capital and issue of shares of any class, stock warrants or other similar securities; (2) issuance of corporate debentures; (3) the division, merger, spin-off,change of the Company’s form, dissolution, liquidation and voluntary winding up of the Company; (4) amendments to the Articles of Association; (5) The major assets sold or acquired within one (1) year or the guaranteed amountprovided to others exceeds 30% of the Company’s~~latest audited~~ total assets; (6) Share incentive scheme. (7) other matters stipulated by laws, administrative regulations or the Articles of Association and approved at theshareholders’ ~~general~~ meeting, by an ordinary resolution, which may have a material impact on the Company and therefore require to be adopted by a special resolution.
26.	Article 99Where the content of resolutions of the general meeting and Board violate the laws and administrative regulations, the Shareholders have right to request the People’s Court to invalidate such resolution. If the convening procedure or ways of voting violate any law, administrative regulation or the Articles of Association, or the contents of a resolution breaches the Articles of Association, the Shareholder shall have the right to request the People’s Court to revoke such resolution within sixty (60) days from the date on which the resolution is approved.	Deleted

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
27.	Article 123Directors shall be elected at the general meeting and serve terms of three years. At the expiration of their terms, Directors may continue to serve as such if reelected, but independent Directors may not serve for more than six consecutive years. The election of independent Directors shall refer to Chapter 12 hereof and the other Directors may be nominated by Board, supervisory committee, and the Shareholders jointly or individually holding more than 3% (including 3%) of the issued shares of the Company. The intention relating to nominating the Director candidates and the written notice about the candidates’ to nomination shall be sent to the Company seven (7) days prior to convening the general meeting. The general meeting, subject to the relative laws and administrative regulations, may remove the Director whose term of office has not expired (the claims proposed in accordance with the contract shall not be affected thereby) by ordinary resolution; however, Directors shall not be removed from office without cause by the general meeting prior to the expiration of their term of office. The Chairman and vice chairman may be elected and removed by a majority of the Directors and with a term of three 3 years. At the expiration of their terms, the Chairman and vice chairman may continue to serve as such if reelected, The Directors do not have to hold the shares of the Company and a cumulative voting system shall be implemented for the election of Directors.		Article 12~~3~~ ~~2~~ Directors shall be elected at theshareholders’ ~~general~~ meeting and serve terms of three years. At the expiration of their terms, Directors may continue to serve as such if reelected, but independent Directors may not serve for more than six consecutive years,and the number of domestic listed companies in which they act as independent Directors does not exceed three. The election of independent Directors shall refer to Chapter 12 hereof and the other Directors may be nominated by Board, supervisory committee, and the Shareholders jointly or individually holding more than~~3~~ ~~1~~ % (including~~3~~ ~~1~~ %) of the issued shares of the Company. The intention relating to nominating the Director candidates and the written notice about the candidates’ to nomination shall be sent to the Company seven (7) days prior to convening theshareholders’ ~~general~~ meeting. Theshareholders’ ~~general~~ meeting, subject to the relative laws and administrative regulations, may remove the Director whose term of office has not expired (the claims proposed in accordance with the contract shall not be affected thereby) by ordinary resolution; however, Directors shall not be removed from office without cause by theshareholders’ ~~general~~ meeting prior to the expiration of their term of office. The Chairman and vice chairman may be elected and removed by a majority of the Directors and with a term of three 3 years. At the expiration of their terms, the Chairman and vice chairman may continue to serve as such if reelected, The Directors do not have to hold the shares of the Company and a cumulative voting system shall be implemented for the election of Directors.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version	Revised version
	The Directors shall be elected by more than half of the voting rights held by Shareholders attending. Where the number of Directors elected through voting is more than the maximum number of Directors, the elected Directors shall be confirmed whoever has more votes. While electing the Directors, shares held by the Shareholder multiplying the number of Directors who he has right to vote is the votes of each Shareholder and each Shareholder may vote to one Director with his all votes or split to vote to any one or two or more Director candidates, or arbitrarily vote to all the Director candidates. First past the post.	The Directors shall be elected bya majority ~~more than half~~ of the voting rights held by Shareholders attending. Where the number of Directors elected through voting is more than the maximum number of Directors, the elected Directors shall be confirmed whoever has more votes. While electing the Directors, shares held by the Shareholder multiplying the number of Directors who he has right to vote is the votes of each Shareholder and each Shareholder may vote to one Director with his all votes or split to vote to any one or two or more Director candidates, or arbitrarily vote to all the Director candidates. First past the post.	a majority
28.	Article 125 (1) In cases where the expected value of fixed assets proposed for disposal by the Board, when aggregated with value of fixed assets disposed within four (4) months before the proposed disposal, exceeds 33% of the fixed assets value set out in the latest audited balance sheet considered by the general meetings, the Board shall not dispose or consent to dispose such fixed assets without prior approval by the general meeting. The validity of transaction of the disposal of the fixed assets by the Company shall not be affected if the clause (1) of this Articles is not complied with. The term “fixed assets disposal” referred to in this Article represents (among other things) transferring certain rights in assets, but exclude the provision of guarantees by fixed assets. (2) The Board shall strictly control the risks of listed companies in providing guarantee to external party. Any guarantee for external party provided by the Company shall be subject to consideration of the Board or the general meeting.	Article 12~~5~~ ~~4~~ (1) In cases where the expected value of fixed assets proposed for disposal by the Board, when aggregated with value of fixed assets disposed within four (4) months before the proposed disposal, exceeds 33% of the fixed assets value set out in the latest audited balance sheet considered by theshareholders’ ~~general~~ meetings, the Board shall not dispose or consent to dispose such fixed assets without prior approval by theshareholders’ ~~general~~ meeting. The validity of transaction of the disposal of the fixed assets by the Company shall not be affected if the clause (1) of this Articles is not complied with. The term “fixed assets disposal” referred to in this Article represents (among other things) transferring certain rights in assets, but exclude the provision of guarantees by fixed assets. (2) The Board shall strictly control the risks of listed companies in providing guarantee to external party. Any guarantee for external party provided by the Company shall be subject to consideration of the Board or the shareholders’ ~~general~~ meeting.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No. Original version Revised version The guarantee within the authority of the Board requires The guarantee within the authority of the Board requires not only the approval of the majority of all the Directors, not only the approval of the majority of all the Directors, but also the approval of more than two-thirds of the but also the approval of more than two-thirds of the Directors attending the Board meeting. Directors attending the Board meeting.

Any provision of guarantee by the Company to its related person, regardless of its amount, is subject to consideration of the general meeting after being considered and passed by the Board.

The Company shall, strictly abide by the relevant provisions in the Listing Rules and the Articles of Association, conscientiously perform information disclosure obligations in relation to the details of guarantee provided to external parties and faithfully provide all the details of all external guarantees provided by the Company to a certified public accountant according to regulations.

All Directors of the Company shall cautiously treat and strictly control the debt risks arisen from the provision of guarantee to any other party and shall bear several and joint liabilities in accordance with the law for the losses caused by irregular or inappropriate provision of guarantee to any other party.

Without lawful authority conferred under the Articles of Association or by the Board, any Director may not act in his/her own name on behalf of the Company or the Board. In the event that any third party will reasonably believe that a Director is acting on behalf of the Company or the Board when such Director indeed acts in his/her own name, such Director shall declare his/her position and identity in advance.

The Company shall, strictly abide by the relevant provisions in the ~~Listing Rules and the Articles of Association~~ listing rules of the stock exchange where the Company’s shares are listed and the Articles of Association , conscientiously perform information disclosure obligations in relation to the details of guarantee provided to external parties and faithfully provide all the details of all external guarantees provided by the Company to a certified public accountant according to regulations.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
29.	Article 128The Board meeting shall be notified in the following means: (1) No further notice is necessary if the time and place of regular meeting is fixed by the Board in advance. (2) Where Board has not fix in advance the time and place of the meeting, the chairman shall, at least ten (10) days in advance, send the notice to the Directors on the meeting time and place by the means of express courier service, fax, email or personal delivery. The notice shall be written in Chinese and English version may be attached if necessary, include the meeting agenda. (3) Where there is any urgent matter that calls for the convening of a provisional Board meeting, the chairman shall authorize the secretary to the Board (Company secretary) to give the notice of meeting through phone, email or verbal means three (3) working days before the convening of the provisional meeting, provided that the chairman shall make explanations at the meeting.		Article 12~~8~~ ~~7~~ The Board meeting shall be notified in the following means: (1) No further notice is necessary if the time and place of regular meeting is fixed by the Board in advance. (2) Where Board has not fix in advance the time and place of the meeting, the chairman shall, at least ten (10) days in advance, send the notice to the Directors on the meeting time and place by the means of express courier service, fax, email or personal delivery. The notice shall be written in Chinese and English version may be attached if necessary, include the meeting agenda. (3) Where there is any urgent matter that calls for the convening of a provisional Board meeting, the chairman shall authorize the secretary to the Board (Company secretary) to give the notice of meeting through phone, email or verbal means three (3) working days before the convening of the provisional meeting, provided that the chairman shall make explanations at the meeting. (4) For emergency or special cases that require the Board to make decisions immediately, convening the extraordinary Board meeting shall not be subject to the requirements for the form of notice and notification period set out in the preceding paragraph and the Board meeting may be notified and convened immediately for the sake of the Company’s interests.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version
30.	Article 129The notice of a Board meeting shall specify: (1) the date and venue of the meeting; (2) the duration of the meeting; (3) the reasons for holding the meeting and the matters to be discussed; (4) the date on which the notice is sent. Where the Directors attend the meeting and have not object against not receiving the notice of meeting before or during the meeting, the notice shall be deemed as being delivered. The regular or interim Board meeting may be held in the form of conference call or similar communication equipment. So long as the Directors attending could hear clearly the speeches of the other Directors and communicate with the other Directors, all the Directors attending shall be deemed as attending the meeting in person.	Article 12~~9~~ ~~8~~ The notice of a Board meeting shall specify: (1) the date and venue of the meeting; (2) the duration of the meeting; (3) the reasons for holding the meeting and the matters to be discussed; (4) the date on which the notice is sent. Where the Directors attend the meeting and have not object against not receiving the notice of meeting before or during the meeting, the notice shall be deemed as being delivered. The~~regular or interim~~ Board meeting may be held in the form of conference call or similar communication equipment. So long as the Directors attending could hear clearly the speeches of the other Directors and communicate with the other Directors, all the Directors attending shall be deemed as attending the meeting in person.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
31.	Article 130The Board meeting shall be convened only with more than half of the Directors attending (including the Director representatives authorized according to Article 131 hereof). The resolutions made in the Board meeting shall be passed by more than half of the Directors. Any Director who has related party relationship with any enterprise concerned in any matter for resolution in a Board meeting, shall neither vote on the said matter nor act as a proxy for other Directors to exercise their voting rights. Such Board meetings shall be convened by a majority of the Directors present thereat who are non-related, and the resolution of the Board meeting shall be passed by more than half of the non-related Directors. If the number of the non-related Directors attending the meeting of the Board is less than three (3), such matter for resolution shall be submitted to the general meeting for consideration.		Article 1~~30~~ ~~2~~9 The Board meeting shall be convened only with a majority ~~more than half~~ of the Directors attending (including the Director representatives authorized according to Article 13~~1~~ ~~0~~ hereof). The resolutions made in the Board meeting shall be passed by more than half of the Directors. If a ~~Any~~ Director~~who~~ has related party relationship with any enterpriseor individual concerned in any matter for resolution in a Board meeting,the Director shall promptly report in writing to the Board. Directors with related party relationships shall neither vote on the said matter nor act as a proxy for other Directors to exercise their voting rights. Such Board meetings shall be convened by a majority of the Directors present thereat who are non-related, and the resolution of the Board meeting shall be passed by more than half of the non-related Directors. If the number of the non-related Directors attending the meeting of the Board is less than three (3), such matter for resolution shall be submitted to the shareholders’ ~~general~~ meeting for consideration.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version
32.	Addition	Article 135 The Audit Committee shall consist of three or more members, and a majority of the members shall not hold any position in the Company other than that of director, and shall not have any relationship with the Company that may affect their independent and objective judgement. Employee representatives of the Company’s Board of Directors may be members of the Audit Committee. Resolutions made by the Audit Committee shall be passed by a majority of the members of the Audit Committee. Voting on resolutions of the Audit Committee shall be by one person, one vote. The Audit Committee is responsible for reviewing the Company’s financial position, implementation and effects of internal control system, and risk management and control as well as the communication, supervision and inspection in respect of internal and external audit of the Company. The Audit Committee’s primary duties are: (1) to request for data, information from the Company’s management, subordinated departments and employees within the scope of its duties and functions, thereby performing the Committee’s duties and functions; (2) to propose appointment, re-appointment and removal of external auditors to the Board of Directors, approve the remuneration and terms of appointment for the external auditors and deal with any matters in relation to the resignation or dismissal of such auditors; (3) to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards; to discuss with the auditors the nature, scope of the audit and the reporting obligations before the commencement of the audit;
		(1)
		(2)
		(3)

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version			Revised version
			(4)	to be responsible for communication function in respect of internal audit and external audit; to develop and implement policies on engaging an external auditor to supply non-audit services. The Audit Committee should report to the Board of Directors, identifying and making recommendations on any matters where action or improvement is needed; to monitor integrity of the financial statements and annual reports and accounts, half-year report and quarterly report, and to review significant financial reporting judgments contained in them. In reviewing these reports before submission to the Board of Directors, the Audit Committee should focus particularly on: (i) any change in the accounting policies and practices; (ii) major judgmental areas; (iii) significant adjustments resulting from audit; (iv) the going concern assumptions and any qualifications; (v) compliance with the accounting standards; and (vi) compliance with the listing rules of the stock exchange where the Company’s shares are listed and other legal requirements in relation to financial reporting.
			(5)
			(6)

				(i)
				(ii)
				(iii)
				(iv)
				(v)
				(vi)

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version			Revised version
			(7)	in respect of the paragraph (6) above, to (1) members of the Audit Committee should liaise with the Board of Directors and senior management and the Committee must meet, at least twice a year, with the Company’s auditors; (2) the Audit Committee should consider any significant or unusual matters that are, or may need to be reflected in the reports and accounts, it should give due consideration to any matters that have been raised by the Company’s accounting and financial staff, internal audit personnel or auditors; to review the Company’s financial controls, risk management and internal control systems and audit the Company’s major connected transactions; to discuss the risk management and internal control systems with management to ensure that the management has performed its duty to have effective internal control systems. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company’s accounting and financial reporting functions; to consider major investigation findings on risk management and internal control matters as delegated by the Board of Directors or on its own initiative and management’s response to these findings;
			(8)
			(9)
			(10)

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version			Revised version
			(11)	where an internal audit function exists, to ensure co- ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor its effectiveness; to review the Company’s financial and accounting policies and practices; to review the External Auditor’s Management Letter, any material enquiries raised by the auditors to management about accounting records, financial accounts or systems of control and management’s response; to ensure that the Board of Directors will provide a timely response to the issues raised in the External Auditor’s Management Letter; the Audit Committee should establish a whistleblowing policy and system for employees and those who deal with the Company (e.g. customers and suppliers) to raise concerns, in confidence, with the Audit Committee about possible improprieties in any matter related to the Company; to discuss other issues assigned by the Board of Directors;
			(12)
			(13)
			(14)
			(15)
			(16)

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version			Revised version
			(17)	to review the arrangements that employees can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. The Audit Committee should ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up actions; to act as the Company’s key representative body for overseeing the Company’s relation with the external auditors; and to report matters contained in this Implementation Rules to the Board of Directors and handle other matters assigned by the Board of Directors.
			(18)
			(19)

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version
33.	Addition	Article 136 The Strategic Committee is mainly responsible for studying and making recommendations on the Company’s sustainable development strategic and major investment decisions. The Strategic Committee’s primary duties are: (1) to study and make recommendations on the long-term development strategic planning of the Company; (2) to study and make recommendations on major investment and financing schemes which require the approval of the Board of Directors as required by the Articles of Association; (3) to study and make recommendations on major capital operations and asset management projects which require the approval of the Board of Directors as required by the Articles of Association; (4) to study and make recommendations on the Company’s ESG strategic objectives and review reports on ESG issues; (5) to study and make recommendations on other major issues that may affect the development of the Company; (6) to check the implementation of the above matters; (7) to deal with other matters authorized by the Board of Directors.
		(1)
		(2)
		(3)
		(4)
		(5)
		(6)
		(7)

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version
34.	Addition	Article 137 The Nomination Committee is responsible for studying and recommending on the candidates for the Company’s Directors and management, formulating the criteria and procedures for selecting such candidates. The Nomination Committee’s primary duties are: (1) to make proposals to the Board of Directors in respect to the size and composition of the Board of Directors based on the Company’s operation, assets scale and equity structure; (2) to study the criteria and procedures to select Directors and management personnel and make recommendations to the Board of Directors; (3) to review the structure, number and composition (including skills, knowledge and experience) of the Board of Directors on a yearly basis, and to make recommendations on any proposed change to the Board of Directors to complement the Company’s development strategies or tactics; (4) to identify individuals with suitable qualification to become Directors and management and select or make recommendations to the board on the selection of individuals nominated for Directors and management; (5) to examine the qualifications of senior management candidates who shall be appointed by the Board of Directors and make recommendations in respect to such candidates; (6) to assess the independence of independent non- executive Directors;
		(1)
		(2)
		(3)
		(4)
		(5)
		(6)

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
		(7)	to make recommendations to the Board of Directors in respect to the appointment or re-appointment of Directors and the succession planning for Directors (in particular, the chairman and the general manager); and to deal with other matters as authorized by the Board of Directors.
		(8)

35.	Addition	Article
		duties ar
		(1)
		(2)
		(3)

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version			Revised version
			(4)	to determine the remuneration packages of individual executive Directors and senior management with authorization granted by the Board of Directors; or to make recommendation to the Board of Directors on remuneration packages of individual executive Directors and senior management. This should include benefits in kind, pension rights and compensation payment (including compensation payable for loss or termination of their office or appointment); to consult the chairman of the Board of Directors or the president in respect to remuneration proposed for other executive Directors, and seek independent professional opinions if necessary; to make recommendations to the Board of Directors on the remuneration of non-executive Directors; to consider salaries paid by comparable companies, time commitment and responsibilities, and the employment conditions elsewhere in the Company; to review and approve compensation payable to executive Directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with relevant contractual terms, and is otherwise fair and not excessive;
			(5)
			(6)
			(7)
			(8)

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version			Revised version
			(9)	to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure that they are consistent with relevant contractual terms and otherwise reasonable and appropriate; to ensure no Director or any of his associates is involved in deciding his/her own remuneration; where the service contract of a Director or proposed Director of the Company or its subsidiaries is required to be approved by the shareholders of the Company pursuant to Rule 13.68 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Remuneration and Review Committee (or an independent board committee) shall form a view in respect of such service contract and advise shareholders (other than shareholders who are Directors with a material interest in such service contract and their associates) as to whether the terms are fair and reasonable, advise whether such service contract is in the interests of the Company and its shareholders as a whole and advise shareholders on how to vote; to review and/or approve the matters relating to share schemes under Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; other matters authorized by the Board of Directors.
			(10)
			(11)
			(12)
			(13)

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APPENDIX I

No.	Original version	Revised version
36.	Addition	Article 139 The Compliance Committee is mainly responsible for ensuring the compliance of company behavior. The Compliance Committee’s primary duties are: (1) to consider important and material transactions to be entered into by the Company and its subsidiaries; (2) to make recommendations to the Board of Directors on compliance; (3) to monitor the implementation of important and material transactions and continuing connected transactions to ensure that they are fulfilled or carried out in accordance with the requirements; (4) to make applicable recommendations to the Board of Directors corresponding to the updates and changes of the requirements under the laws, regulations and normative documents, etc., in Hong Kong and the Mainland China; (5) to urge, review and monitor the Directors, senior management and employees at all levels of the Company to participate in continuous compliance training and continuous professional development; (6) to develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board of Directors; (7) to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;
		(1)
		(2)
		(3)
		(4)
		(5)
		(6)
		(7)

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APPENDIX I

No.	Original version			Revised version
			(8)	to develop, review and monitor the Company’s code of conduct and compliance manual (if any) applicable to employees and Directors of the Company; to review the Company’s compliance with the Corporate Governance Code as set out in Appendix C1 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the disclosure in the Corporate Governance Report; Other matters authorised by the Board of Directors.
			(9)
			(10)

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version	Revised version
37.	Article 145The independent non-executive Directors, besides the rights mentioned in the preceding paragraph, may issue the independent opinions on the following matters to the Board or general meeting: (1) Nomination and removal of the Directors; (2) Employing or dismissing the senior managers; (3) Remuneration of the Company’s Directors and senior managers; (4) The existing or new loans or other fund movement of the total amount exceeding RMB3 million or 5% of the latest audited net asset value of the Company by the Company’s Shareholders, actual controllers and its affiliated companies to the Company and whether the Company has taken effective measure to collect such loans; (5) matters that may damage the rights and interests of the Company or the minority Shareholders from the view of the independent non-executive Directors; (6) Other matters as stipulated in the Articles of Association. The independent non-executive Directors may issue one of the following opinions on the foregoing items: agree; reservation and its reasons; objection and its reasons; no comment and its obstruction. If the relevant items are to be disclosed, the Company shall make the announcement of the opinions of the independent non-executive Directors; where the independent non-executive Directors cannot reach the agreement, the Board may disclose the opinions of each independent non-executive Directors respectively.	Deleted

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APPENDIX I

No.	Original version		Revised version
38.	Article 148 The secretary to the Board of the Company shall be a natural person with the requisite professional knowledge and experience, and shall be appointed by the Board. His/her primary responsibilities are: (1) to ensure that the Company has complete organizational documents and records; (2) to ensure that the Company prepares and delivers the reports and documents required by competent authorities in accordance with the laws; (3) to ensure that the Company’s registers of Shareholders are properly maintained, and that persons entitled to access to the relevant records and documents are furnished with such records and documents without delay.		Article 1~~48~~ ~~5~~1 The secretary to the Board of the Company shall be a natural person with the requisite professional knowledge and experience, and shall be appointed by the Board. His/her primary responsibilities are: (1) to ensure that the Company has complete organizational documents and records; (2) to ensure that the Company prepares and delivers the reports and documents required by competent authorities in accordance with the laws; (3) to ensure that the Company’s registers of Shareholders are properly maintained, and that persons entitled to access to the relevant records and documents are furnished with such records and documents without delay. The secretary of the Board of Directors shall have the right to participate in shareholders’ meetings, meetings of the Board of Directors, meetings of the Board of Supervisors and relevant meetings of senior management, and shall have the right to understand the financial and operational situation of the Company and to inspect all documents relating to information disclosure matters. The Company shall provide facilities for the secretary of the board of directors to perform his duties, and the chief financial officer shall co-operate with the person in charge of information disclosure affairs in respect of the disclosure of financial information.
39.	Article 157The supervisory committee shall have six (6) supervisors, among which at least one third of supervisors are representatives of the staff and there shall be more than two independent Directors. The supervisors shall serve terms of three years. At the expiration of their terms, supervisors may be reelected or re-appointed, but supervisors may not serve for more than six (6) consecutive years. The supervisory committee has one chairman whose appointment and dismissal shall be approved by more than two thirds of the supervisors.		Article 1~~57~~ ~~6~~0 The supervisory committee shall have six (6) supervisors, among which at least one third of supervisors are representatives of the staff and there shall be more than two independent Directors. The supervisors shall serve terms of three years. At the expiration of their terms, supervisors may be reelected or re-appointed~~, but supervisors may not serve for more than~~ ~~six (6) consecutive years~~ ~~.~~The supervisory committee has one chairman whose appointment and dismissal shall be approved by more than two thirds of the supervisors.

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APPENDIX I

No.	Original version		Revised version
40.	Article 158The supervisory committee is composed of four (4) Shareholder representatives and two (2) staff representatives. The former is elected and dismissed by the general meeting and the latter is democratically elected and dismissed by the staff. The independent supervisor candidates may be nominated by Board, supervisory committee, and the Shareholders jointly or individually holding more than 1% of the issued shares and the other supervisor candidates who are the Shareholders’ representatives may be nominated by Board, supervisory committee, and the Shareholders jointly or individually holding more than 3% (including 3%) of the outstanding shares. The intention relating to nominating the supervisor candidates and the written notice in which the candidates are expressly willing to accept nomination shall be sent to the Company seven (7)days prior to convening the general meeting. The general meeting, subject to the relative laws and administrative regulations, may remove the supervisor whose term of office has not expired (the claims proposed in accordance with the contract shall not be affected thereby) through ordinary resolution; however, supervisors may not be removed from office without cause by the general meeting prior to the expiration of their term of office.		Article 1~~58~~ ~~6~~1 The supervisory committee is composed of four (4) Shareholder representatives and two (2) staff representatives. The former is elected and dismissed by theshareholders’ ~~general~~ meeting and the latter is democratically elected and dismissed by the staff. The~~independent supervisor candidates may be nominated by~~ ~~Board, supervisory committee, and the Shareholders jointly~~ ~~or individually holding more than 1% of the issued shares~~ ~~and the other~~ supervisor candidates who are the Shareholders’ representatives may be nominated by Board, supervisory committee, and the Shareholders jointly or individually holding more than~~3~~ 1 % (including~~3~~ 1 %) of the outstanding shares. The intention relating to nominating the supervisor candidates and the written notice in which the candidates are expressly willing to accept nomination shall be sent to the Company seven (7) days prior to convening theshareholders’ ~~general~~ meeting. Theshareholders’ ~~general~~ meeting, subject to the relative laws and administrative regulations, may remove the supervisor whose term of office has not expired (the claims proposed in accordance with the contract shall not be affected thereby) through ordinary resolution; however, supervisors may not be removed from office without cause by theshareholders’ ~~general~~ meeting prior to the expiration of their term of office.

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APPENDIX I

No.	Original version	Revised version
	Cumulative voting system is adopted for the election of the supervisors of the Company. The supervisors shall be elected by more than half of the Shareholders attending with voting rights. Where the number of supervisors elected through voting is more than the maximum number of supervisors, the elected supervisors shall be confirmed whoever has more votes. While electing the supervisors, the votes that each Shareholder has is the number of shares held by the Shareholder multiplying the number of supervisor candidates. Each Shareholder may vote for one supervisor candidate with his all votes or split his/her vote to any two or more supervisor candidates, or arbitrarily divide all his/her votes for all the supervisor candidates. The supervisor candidates with more votes shall be elected.	Cumulative voting system is adopted for the election of the supervisors of the Company. The supervisors shall be elected bya majority ~~more than half~~ of the Shareholders attending with voting rights. Where the number of supervisors elected through voting is more than the maximum number of supervisors, the elected supervisors shall be confirmed whoever has more votes. While electing the supervisors, the votes that each Shareholder has is the number of shares held by the Shareholder multiplying the number of supervisor candidates. Each Shareholder may vote for one supervisor candidate with his all votes or split his/her vote to any two or more supervisor candidates, or arbitrarily divide all his/her votes for all the supervisor candidates. The supervisor candidates with more votes shall be elected.

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APPENDIX I

No.	Original version	Revised version
41.	Article 161The supervisory committee shall be accountable to the general meeting and exercise the following powers in accordance with the laws: (1) to review the Company’s regular reports prepared by the Board and submit its written opinions thereon; (2) to examine the Company’s financial affairs; (3) to supervise Directors, the president and other senior management members in performing their duties to the Company, and to propose the removal of Directors or the senior management members who are in breach of laws, administrative regulations or the Articles of Association; (4) to demand rectification from a Director, the president and any other senior management members when the acts of such persons are harmful to the Company’s interest; (5) to examine the financial information such as the financial report, business report and profit distribution plans to be submitted by the Board to the general meetings and, should any queries arise, to engage, in the name of the Company, certified public accountants and practicing auditors to conduct a re-examination; to conduct an investigation and, if necessary, to engage professional organizations, such as accounting firms and law firms at the cost of the Company, to assist if irregularities in the operation of the Company is found;	Article 16~~1~~ 4 The supervisory committee shall be accountable to theshareholders’ ~~general~~ meeting and exercise the following powers in accordance with the laws: (1) to review the Company’s regular reports prepared by the Board and submit its written opinions thereon; (2) to examine the Company’s financial affairs; (3) to supervise Directors, the president and other senior management members in performing their duties to the Company, and to propose the~~removal~~ dismissal of Directors or the senior management members who are in breach of laws, administrative regulations or the Articles of Association; (4) to demand rectification from a Director, the president and any other senior management members when the acts of such persons are harmful to the Company’s interest; (5) to examine the financial information such as the financial report, business report and profit distribution plans to be submitted by the Board to theshareholders’ ~~general~~ meetings and, should any queries arise, to engage, in the name of the Company, certified public accountants and practicing auditors to conduct a re-examination; to conduct an investigation and, if necessary, to engage professional organizations, such as accounting firms and law firms at the cost of the Company, to assist if irregularities in the operation of the Company is found;

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APPENDIX I

No.	Original version
	(6) to propose the convening of an extraordinary general meeting, and in the event that the Board fails to convene and host a general meeting in accordance with the Company Law, to convene and host such a meeting; (7) to propose motions to the general meetings; (8) to deal with Directors on behalf of the Company; and to take legal actions against Directors and the senior management members in accordance with the requirements under Article 151 of the Company Law; (9) to exercise other powers specified in the Articles of Association of the Company. Supervisors shall sit in the Board meeting.	(6) to propose the convening of an extraordinaryshareholders’ ~~general~~ meeting, and in the event that the Board fails to convene and host ashareholders’ ~~general~~ meeting in accordance with the Company Law, to convene and host such a meeting; (7) to propose motions to theshareholders’ ~~general~~ meetings; (8) to deal with Directors on behalf of the Company; and to take legal actions against Directors and the senior management members in accordance with the requirements under Article 1~~51~~ ~~8~~9 of the Company Law; (9) to exercise other powers specified in the Articles of Association of the Company. Supervisors shall sit in the Board meeting.
42.	Article 162Each supervisor shall have one vote for each resolution at the meeting of the supervisory committee. Resolutions of the supervisory committee shall be passed by not less than two- thirds of its members.	Article 16~~2~~ ~~5~~ Each supervisor shall have one vote for each resolution at the meeting of the supervisory committee.Votes may be cast by way of poll or on a show of hands. Resolutions of the supervisory committee shall be passed by not less than two-thirds of its members.
43.	Article 163The method of discussion of the supervisory committee shall be in the form of meeting and all the discussed items shall be recorded. In special circumstances, the form of fax may be adopted; however, the process of discussion shall be recorded in minutes and signed by the supervisors attending.	Deleted
44.	Article 164The voting procedure for the supervisory committee is by show of hands.	Deleted

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APPENDIX I

No.	Original version		Revised version
45.	Addition		Article 166 The supervisory committee formulates rules of procedure for the supervisory committee to clarify the deliberation methods and voting procedures of the supervisory committee, so as to ensure the work efficiency and scientific decision-making of the supervisory committee. The rules of procedure of the supervisory committee, as the appendix to the Articles of Association, was approved by the shareholders meeting.
46.	Article 168A person may not serve as a Director, supervisor, president or any other senior management member of the Company if any of the following circumstances applies: (1) a person without capacity of civil conduct or with limited capacity of civil conduct; (2) a person who has committed an offence of corruption, bribery, infringement of property, misappropriation of property or sabotaging the social economic order and received punishment because of committing such offence; or who has been deprived of his political rights, in each case where less than five (5) years have elapsed since the date of the completion of implementation of such punishment or deprivation; (3) a person who is a former director, factory manager or manager of a company or enterprise which has entered into liquidation because of mismanagement and he is personally liable for the insolvency of such company or enterprise, where less than three (3) years have elapsed since the date of the completion of the insolvency and liquidation of the company or enterprise;		Article 1~~68~~ ~~7~~0 A person may not serve as a Director, supervisor, president or any other senior management member of the Company if any of the following circumstances applies: (1) a person without capacity of civil conduct or with limited capacity of civil conduct; (2) a person who has committed an offence of corruption, bribery, infringement of property, misappropriation of property or sabotaging the social economic order and received punishment because of committing such offence; or who has been deprived of his political rights, in each case where less than five (5) years have elapsed since the date of the completion of implementation of such punishment or deprivation; those who have been granted probation have not exceeded two years from the date of expiration of the probation period ; (3) a person who is a former director, factory manager or manager of a company or enterprise which has entered into liquidation because of mismanagement and he is personally liable for the insolvency of such company or enterprise, where less than three (3) years have elapsed since the date of the completion of the insolvency and liquidation of the company or enterprise;

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APPENDIX I

No.	Original version		Revised version
	(4) a person who is a former legal representative of a company or enterprise which had its business license revoked or had been ordered to close down due to a violation of the law and who incurred personal liability, where less than three (3) years has elapsed since the date of the revocation of the business license; (5) a person who has a relatively large amount of debts due and outstanding; (6) a person who is under criminal investigation by a judicial authority for violation of the criminal law where said investigation is not yet concluded; (7) a person who is not eligible for enterprise leadership according to laws and administrative regulations; (8) a non-natural person; (9) a person convicted of violation 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; (10) a person who is currently being prohibited from participating in the securities market by the China Securities Regulatory Commission and such barring period has not elapsed.	(4) (5) (6) (7) (8) (9) (10)	a person who is a former legal representative of a company or enterprise which had its business license revoked or had been ordered to close down due to a violation of the law and who incurred personal liability, where less than three (3) years has elapsed since the date of the revocation of the business licenseand order of closure ; a person who hasbeen listed as dishonest persons subject to enforcement by the people’s court due to a relatively large amount of debts due and outstanding; a person who is under criminal investigation by a judicial authority for violation of the criminal law where said investigation is not yet concluded; a person who is not eligible for enterprise leadership according to laws and administrative regulations; a non-natural person; a person convicted of violation 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; a person who is currently being prohibited from participating in the securities market by the China Securities Regulatory Commission and such barring period has not elapsed.

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APPENDIX I

No.	Original version	Revised version
47.	Article 174In addition to obligations imposed by laws, administrative regulations or required by the stock exchanges on which the Company’s shares are listed, each of the Company’s Directors, supervisors, president and other senior management members owes the following duty to each Shareholder, in the exercise of the functions and powers of the Company entrusted to him: (1) not to operate the Company beyond the scope of the business stipulated in its business license; (2) to act honestly in the best interest of the Company; (3) not to expropriate the Company’s property by any means, including (but not limited to) usurpation of opportunities advantageous to the Company; (4) not to expropriate the individual rights of Shareholders, including (but not limited to) rights to distribution and voting rights, save pursuant to a restructuring of the Company submitted to Shareholders for approval in accordance with the Articles of Association of the Company.	Article 17~~4~~ 6 In addition to obligations imposed by laws, administrative regulations or required by the stock exchanges ~~on which~~ where the Company’s shares are listed, each of the Company’s Directors, supervisors, president and other senior management members owes the following duty to each Shareholder, in the exercise of the functions and powers of the Company entrusted to him: (1) not to operate the Company beyond the scope of the business stipulated in its business license; (2) to act honestly in the best interest of the Company; (3) not to expropriate the Company’s property by any means, including (but not limited to) usurpation of opportunities advantageous to the Company; (4) not to expropriate the individual rights of Shareholders, including (but not limited to) rights to distribution and voting rights, save pursuant to a restructuring of the Company submitted to Shareholders for approval in accordance with the Articles of Association of the Company.
48.	Article 175Each of the Company’s Directors, supervisors, president and other senior management members 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 17~~5~~ ~~7~~ Each of the Company’s Directors, supervisors, president and other senior management members 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, while the functions should be carried out with the reasonable care normally expected of a manager in the best interests of the Company .
		manager in the best interests of the

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APPENDIX I

No.	Original version		Revised version
49.	Article 176Each of the Company’s Directors, supervisors, president and other senior management members shall exercise his powers or 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) discharging the following obligations: (1) to act honestly in the best interests of the Company; (2) to exercise powers within the scope of authority and not to exceed such scope; (3) to exercise the discretionary power 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 a general meeting, not to delegate his discretionary power to any other person; (4) to treat Shareholders of the same class equally and to treat Shareholders of different classes fairly; (5) except in accordance with the Articles of Association of the Company or with the informed consent of Shareholders given in general meeting, not to enter into any contract, transaction or arrangement with the Company;		Article 17~~6~~ ~~8~~ Each of the Company’s Directors, supervisors, president and other senior management members shall exercise his powers or carry on his duties in accordance with the principle of fiduciaryand fidelity obligations and shall~~not put himself~~ ~~in a position where his duty and his interest may conflict~~ take measures to avoid conflicts of interest between their own interests and those of the Company and shall not take advantage of their positions to seek improper benefits. This principleand obligations includes (without limitation) discharging the following obligations: (1) to act honestly in the best interests of the Company; (2) to exercise powers within the scope of authority and not to exceed such scope; (3) to exercise the discretionary power 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 ashareholders’ ~~general~~ meeting, not to delegate his discretionary power to any other person; (4) to treat Shareholders of the same class equally and to treat Shareholders of different classes fairly; (5) except in accordance with the Articles of Association of the Company or with the informed consent of Shareholders given inshareholders’ ~~general~~ meeting, not to enter into any contract, transaction or arrangement with the Company;

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APPENDIX I

No.	Original version		Revised version
	(6) without the informed consent of Shareholders given in general meeting, not to utilize the Company’s property for his own benefit by any means; (7) not to exploit his position to accept bribes or other illegal income or expropriate the Company’s property by any means, including (without limitation) opportunities advantageous to the Company; (8) without the informed consent of Shareholders given in general meeting, not to accept commissions in connection with the Company’s transactions; (9) to abide by the Articles of Association of the Company, faithfully execute his duties and protect the Company’s interests, and not to exploit his position and power in the Company to advance his own private interests; (10) not to compete with the Company in any form unless with the informed consent of Shareholders given in general meeting; (11) not to misappropriate the Company’s funds or lend Company’s fund 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 the Shareholder(s) of the Company or other individual(s) with the Company’s assets;	(6) (7) (8) (9) (10) (11)	without the informed consent of Shareholders given inshareholders’ ~~general~~ meeting, not to utilize the Company’s property for his own benefit by any means; not to exploit his position to accept bribes or other illegal income or expropriate the Company’s propertyor funds by any means, including (without limitation) opportunities advantageous to the Company; without the informed consent of Shareholders given inshareholders’ ~~general~~ meeting, not to acceptand embezzle commissions~~in connection~~ from transactions between other persons and ~~with~~ the Company~~’s~~ ~~transactions~~ ~~;~~ to abide by the Articles of Association of the Company, faithfully execute his duties and protect the Company’s interests, and not to exploit his position and power in the Company to advance his own private interests; not to compete with the Company in any form unless with the informed consent of Shareholders given in shareholders’ ~~general~~ meeting; not to misappropriate the Company’s funds or lend Company’s fund to others; not to open accounts in his own name or other names for the deposit of the Company’s~~assets~~ funds and not to provide a guarantee for debts of the Shareholder(s) of the Company or other individual(s) with the Company’s assets;

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APPENDIX I

No.	Original version		Revised version
	(12) unless otherwise permitted by informed Shareholders in general meeting, to keep in confidence confidential information relating to the Company acquired by him in the course of and during his tenure and not to use such information in purposes 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: (i) disclosure is made under compulsion of law; (ii) the interests of the public require disclosure; (iii) the interests of the relevant Director, supervisor, president and other senior management member require disclosure.	(12) (13)	unless otherwise permitted by informed Shareholders in shareholders’ ~~general~~ meeting, to keep in confidence confidential information relating to the Company acquired by him in the course of and during his tenure and not to use such information in purposes 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: (i) disclosure is made under compulsion of law; (ii) the interests of the public require disclosure; (iii) the interests of the relevant Director, supervisor, president and other senior management member require disclosure. Directors, supervisors and senior management who directly or indirectly enter into contracts or transactions with the Company shall report to the Board or the Shareholders‘meeting on matters relating to the entering into of such contracts or transactions and have such matters resolved by the Board or the Shareholders’ meeting. The provisions of the preceding paragraph shall apply to the conclusion of contracts or transactions with the Company by close relatives of the Directors, enterprises directly or indirectly controlled by the Directors or their close relatives, and associates with whom the Directors have other relationships.

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APPENDIX I

No.	Original version		Revised version
		(14) (15)	Directors, supervisors, presidents, and senior management shall not take advantage of their duties to obtain business opportunities belonging to the Company for themselves or others. However, one of the following circumstances is excluded: 1. reporting to the Board or the Shareholders’ meeting and approved by the Board or the Shareholders’ meeting; 2. the business opportunity cannot be exploited by the Company under the provisions of laws, administrative regulations or the Articles of Association, and approved by a resolution of the Board or the Shareholders’ meeting in accordance with the deliberation procedures set forth in paragraph (13) of this Article. A Director, supervisor, president, or senior management may not engage in self-employment or operate for others a business similar to that of the Company in which he or she works without reporting to the Board or Shareholders‘meeting and obtaining a resolution from the Board or Shareholders’ meeting to that effect. A Director who operates on his own or for others a business similar to that of the Company in which he is employed shall, in accordance with the deliberation procedures set forth in paragraph (8) of this Article, obtain a resolution from the Board or the Shareholders’ meeting.

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APPENDIX I

No.	Original version			Revised version
			(16) shall not engage in any other behavior that violates the duty of loyalty to the Company. When the Board resolves on items (13) to (15) stipulated in Article 178 of these Articles of Incorporation, the Affiliated Directors shall not take part in the voting, and their voting rights shall not be counted in the total number of voting rights. If the number of unaffiliated directors present at a Board meeting is less than three, the matter shall be submitted to the shareholders’ meeting for deliberation.
50.	Article 188The contract for emoluments entered into between the Company and its Directors or supervisors should provide that in the event of a takeover of the Company, the Company’s Directors and supervisors shall, subject to the prior approval of the Shareholders in general meeting, have the right to receive compensation or other payment for loss of office or retirement. A takeover of the Company as referred to above means: (1) a takeover offer made by any person to all Shareholders; or (2) an offer made by any person with a view to the offer or becoming a “Controlling Shareholder’s shall have the same meanings of “Controlling Shareholder” as stipulated in Article 54. If the relevant Director or supervisor does not comply with this Article, any sum so received by him shall belong to those persons who have sold their shares as a result of the said offer made; the expenses incurred in distributing that sum pro rata amongst those persons shall be borne by the relevant Director or supervisor and shall not be paid out of that sum.		Article 1~~88~~ ~~9~~0 The contract for emoluments entered into between the Company and its Directors or supervisors should provide that in the event of a takeover of the Company, the Company’s Directors and supervisors shall, subject to the prior approval of the Shareholders inshareholders’ ~~general~~ meeting, have the right to receive compensation or other payment for loss of office or retirement. A takeover of the Company as referred to above means: (1) a takeover offer made by any person to all Shareholders; or (2) an offer made by any person with a view to the offer or becoming a “Controlling Shareholder’s shall have the same meanings of “Controlling Shareholder” as stipulated in Article 5~~4~~ ~~6~~ . If the relevant Director or supervisor does not comply with this Article, any sum so received by him shall belong to those persons who have sold their shares as a result of the said offer made; the expenses incurred in distributing that sum pro rata amongst those persons shall be borne by the relevant Director or supervisor and shall not be paid out of that sum.

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APPENDIX I

No.	Original version	Revised version
51.	Article 197The after-tax profits of the Company shall be applied in the following order: (1) making up of losses; (2) allocation to statutory reserve fund; (3) allocation to statutory public welfare reserve fund; (4) allocation to discretionary surplus reserve fund upon the resolution of the general meeting; (5) payment of dividends in respect of ordinary shares. The Company shall appropriate 10% of profit after tax to its statutory surplus reserve, and shall appropriate 5% to 10% to its public welfare reserve fund. In case the Company’s accumulated statutory surplus reserve is more than 50% of its registered capital, such reserve can be not further appropriated.	Article 19~~7~~ ~~9~~ The after-tax profits of the Company shall be applied in the following order: (1) making up of losses; (2) allocation to statutory reserve fund; ~~(3)~~ ~~allocation to statutory public welfare reserve fund;~~ (~~4~~ ~~3~~) allocation to discretionary surplus reserve fund upon the resolution of the general meeting; (~~5~~ ~~4~~) payment of dividends in respect of ordinary shares. The Company shall appropriate 10% of profit after tax to its statutory surplus reserve~~, and shall appropriate 5% to 10% to its~~ ~~public welfare reserve fund~~ ~~.~~In case the Company’s accumulated statutory surplus reserve is more than 50% of its registered capital, such reserve can be not further appropriated.
		~~pubc weare reserve~~ statutory surplus reserv such reserve can be not
52.	Article 199The Company shall not proceed with profit distributions before offsetting the Company’s losses and making allocation to the statutory reserve fund.	Article~~199~~ 201 The Company shall not proceed with profit distributions before offsetting the Company’s losses and~~making~~ ~~allocation to~~ withdrawing the statutory reserve fund. If the Company distributes profits to shareholders in violation of the regulations, 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 Directors, supervisors and senior management who are responsible for the losses shall be liable for compensation.

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APPENDIX I

No.	Original version			Revised version
53.	Article 200 (I) The profit distribution policy of the Company is: 1. Principles of profit distribution: The Company adopts consistent and stable profit distribution policies, aiming at bringing reasonable returns to investors while ensuring the Company’s sustainable development as well as integrating the profitability and actual needs of the future development strategy of the Company, so as to establish a consistent and stable return mechanism to investors. The Board, the Supervisory Committee and the general meeting shall, in the decision-making and discussion process in respect of profit policies, fully consider the opinions of independent Directors, supervisors and public investors. The Company’s profit distribution shall not exceed the range of the accumulated distributable profits nor harm the ability of sustainable operation of the Company.		Article 20~~0~~ 2 The Company’s policy, decision-making process and mechanism of profit distribution, and adjustments to the profit distribution policy. (I) The profit distribution policy of the Company is: 1. Principles of profit distribution: The Company adopts consistent and stable profit distribution policies, aiming at bringing reasonable returns to investors while ensuring the Company’s sustainable development as well as integrating the profitability and actual needs of the future development strategy of the Company, so as to establish a consistent and stable return mechanism to investors. The Board, the Supervisory Committee and theshareholders’ ~~general~~ meeting shall, in the decision- making and discussion process in respect of profit policies, fully consider the opinions of independent Directors, supervisors and public investors. The Company’s profit distribution shall not exceed the range of the accumulated distributable profits nor harm the ability of sustainable operation of the Company.

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APPENDIX I

Original version		Revised version
2. Forms of profit distribution: The Company may distribute the profit in the form of cash, shares, a combination of cash and shares and other forms as permitted under laws and regulations. The Company shall adopt cash distribution as the prioritised mean to distribute profit provided that the conditions for cash distribution are satisfied. 3. Principally, if the Company proposes to distribute dividends in cash, the following conditions shall be satisfied: (1) the Company recorded profit for the year and accumulated distributable profit is positive after offsetting losses in the previous year and withdrawing capital reserve as required by the laws. (2) the auditor issues a standard and unqualified annual audit report on the financial report of the Company for the year;	2.	Forms of profit distribution: The Company may distribute the profit in the form of cash, shares, a combination of cash and shares and other forms as permitted under laws and regulations. The Company shall adopt cash distribution as the ~~prioritised~~ mean to distribute profit provided that the conditions for cash distribution are satisfied.In distributing profit by way of scrip dividend, true and reasonable factors such as the growth of the Company and the dilution to net assets per share shall be taken into account. The Company’s cash dividends shall satisfy the following conditions: (i) The auditing firm has issued a standard unqualified audit report o n t h e C o m p a n y’s f i n a n c i a l report for that year (half-yearly profit distribution shall be made in accordance with the relevant regulations); (ii) The Company’s distributable profit for the year or half-year is positive (i.e. the Company’s profit after tax after making up losses and withdrawing provident fund) and the cash flow is sufficient, and the implementation of the cash dividend will not affect the Company’s sustainable operation in the future; (iii) The Company’s cumulative profit available for distribution is positive;
		(i)
		(ii)
		(iii)

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APPENDIX I

No.	Original version		Revised version
		3.	(iv)
			(v)
			~~()~~ ~~2~~
			~~()~~

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APPENDIX I

No.	Original version		Revised version
	(3) the Company had no material investment plan or material cash expense for the year.		~~3~~

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APPENDIX I

Original version		Revised version
4. If the aforesaid conditions for cash dividend distribution are satisfied, the Company shall principally distribute dividends in cash once each year. The Board of the Company could propose to distribute interim dividends in cash according to the profit and capital needs of the Company.	~~4~~	(1)
		(2)
		(3)
	~~.~~

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Original version		Revised version
5. Proportions of cash distribution: if the aforesaid conditions for cash dividend distribution are satisfied, the Company shall principally distribute dividends in cash each year according to a fixed proportion of the distributable profit for the year, and the accumulated distributed profit in cash in the latest three years shall not be less than 30% of the average annual distributable profit in the latest three years. The Board shall take into account its industry characteristics, development stages, business model and profitability as well as whether it has any substantial capital expenditure arrangement, and shall propose a differentiated cash dividend policy in accordance with the procedures set out in the Articles of Association.	~~5~~	~~Proportions of cash distribution: if the~~ ~~aforesaid conditions for cash dividend~~ ~~distribution are satisfied, the Company shall~~ ~~principally distribute dividends in cash each~~ ~~year according to a fixed proportion of the~~ ~~distributable profit for the year, and the~~ ~~accumulated distributed profit in cash in the~~ ~~latest three years shall not be less than 30%~~ ~~of the average annual distributable profit in~~ ~~the latest three years.~~ The Board shall take into account its industry characteristics, development stages, business model and profitability as well as whether it has any substantial capital expenditure arrangement, and shall propose a differentiated cash dividend policy in accordance with the procedures set out in the Articles of Associationto cater the following circumstances ~~.~~ ~~:~~ (1) when the Company is in the mature stage of development and has no significant capital expenditure a r r a n g e m e n t s, t h e m i n i m u m proportion of cash dividends in this profit distribution shall reach 80%;
	~~.~~
		(1)

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APPENDIX I

No.	Original version		Revised version
	6. If the Board considers that the distribution of stock dividend will not cause an unreasonable share capital scale or shareholding structure, it could propose and implement the stock dividend distribution proposal in addition to satisfaction of the aforesaid cash distribution. 7. In the event of misappropriation of the Company’s funds by Shareholder, the Company can deduct the funds misappropriated from the cash dividends to be allocated to that Shareholder as repayment of the misappropriated fund. (II) Procedures and Mechanism for decision making on profit distribution 1. The annual profit distribution plan of the Company shall be proposed and drafted by the Board after considering the requirements of the Articles of Association, profitability and the capital need, and shall be submitted to the general meeting for approval after it is considered and approved by the Board. Independent Directors shall issue an independent opinion in relation to the profit distribution plan.	~~6~~ 4 .	(2)
			(3)

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APPENDIX I

No.	Original version	Revised version
	2. When the Company is drafting a specific cash dividend proposal, the Board shall carefully study and demonstrate matters such as the timing, conditions and minimum ratio, conditions for adjustment and requirements for decision- making process. Independent Directors shall provide a clear opinion. Independent Directors can collect the views from minority shareholders and make a proposal for dividend distribution and directly submit it to the Board for consideration. 3. Before considering a specific cash dividend proposal at the general meeting, active communication and exchanges with shareholders, especially the minority shareholders, through various channels shall be encouraged by the Company in order to fully hear the views and demands of minority shareholders and address the concerns of minority shareholders promptly. The Board, the independent Directors and Shareholders who meet certain conditions may collect voting rights from the Company’s shareholders which may be cast by them at the general meeting. 4. The Supervisory Committee shall supervise the implementation of the Company’s profit distribution policy by and the decision-making procedures of the Board and the management, and express its specific explanation and opinion when no profit distribution plan is proposed for a profitable year.	~~7~~ 5 . In the event of misappropriation of the Company’s funds by Shareholder, the Company can deduct the funds misappropriated from the cash dividends to be allocated to that Shareholder as repayment of the misappropriated fund. (II) Procedures and Mechanism for decision making on profit distribution 1. The annual profit distribution plan of the Company shall be proposed and drafted by the Board after considering the requirements of the Articles of Association, profitability and the capital need, and shall be submitted to the shareholders’ ~~general~~ meeting for approval after it is considered and approved by the Board.~~Independent Directors shall issue an~~ ~~independent opinion in relation to the profit~~ ~~distribution plan.~~ 2. When the Company is drafting a specific cash dividend proposal, the Board shall carefully study and demonstrate matters such as the timing, conditions and minimum ratio, conditions for adjustment and requirements for decision- making process.~~Independent~~ ~~Directors shall provide a clear opinion.~~

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APPENDIX I

No.	Original version		Revised version
	5. The general meeting shall vote on the profit distribution plan proposed by the Board in accordance with the law, regulations and the relevant provisions in the Articles of Association. (III) Adjustment of profit distribution policy The Company may adjust its profit distribution policy according to the production and operation needs. The adjusted profit distribution policy shall not violate the requirements of relevant laws, regulations, regulatory documents and the Articles of Association. The relevant resolution in relation to adjustment of profit distribution policy shall be first brought to the independent Directors and the Supervisory Committee for advice, and submit to, after consideration and approval by the Board, the general meeting for approval by more than two-thirds of the voting rights represented by the Shareholders present at the general meeting. The Company shall provide various means to facilitate the public Shareholders to attend and vote at the general meeting.	3.	Independent Directors~~can collect the views~~ ~~from minority shareholders and make~~ ~~a proposal for dividend distribution~~ ~~and directly submit it to the Board for~~ ~~consideration.~~ have the right to express independent opinions if they believe that the specific plan for cash dividends may harm the rights and interests of the Company or minority shareholders. If the Board fails to adopt or fully adopt the opinions of independent Directors, the opinions of independent Directors and the specific reasons for non-adoption shall be recorded in the Board resolution, and disclosed . Before considering a~~specific cash dividend~~ profit distribution proposal at the~~general~~ shareholders’ meeting, active communication and exchanges with shareholders, especially the minority shareholders, through various channels shall be encouraged by the Company in order to fully hear the views and demands of minority shareholders and address the concerns of minority shareholders promptly. The Board, the independent Directors and Shareholders who meet certain conditions may collect voting rights from the Company’s shareholders which may be cast by them at the shareholders’ ~~general~~ meeting.

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APPENDIX I

No.	Original version		Revised version
		4. 5. 6.	The Supervisory Committee shall supervise the implementation of the Company’s profit distribution policy by and the decision-making procedures of the Board and the management, and express its specific explanation and opinion when no profit distribution plan is proposed for a profitable year. The~~general~~ shareholders’ meeting shall vote on the profit distribution plan proposed by the Board in accordance with the law, regulations and the relevant provisions in the Articles of Association. If the Company is profitable in the current year but has not proposed a cash profit distribution plan, the Board shall explain in the regular report of the current year the reasons for not distributing cash dividends and the purpose of retaining funds that have not been used for cash dividends.

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APPENDIX I

No.	Original version		Revised version
		(III)	Adjustment of profit distribution policy The Company may adjust its profit distribution policy according to the production and operation needs. The adjusted profit distribution policy shall not violate the requirements of relevant laws,administrative regulations, regulatory documents and the Articles of Association. The relevant resolution in relation to adjustment of profit distribution policy shall be first brought to the independent Directors and the Supervisory Committee for advice,fully listen to the opinions and demands of minority Shareholders, and submit to, after consideration and approval by the Board, the shareholders’ ~~general~~ meeting for approval by more than two-thirds of the voting rights represented by the Shareholders present at theshareholders’ ~~general~~ meeting. The Company shall provide various means to facilitate the public Shareholders to attend and vote at the shareholders’ ~~general~~ meeting.

54.	Article 204The Company’s surplus reserve shall only be used for the following purposes: recovery of losses, expansion of the corporate production and operation or increase of the Company’s share capital, except that the Company’s capital reserve shall not be used for recovery of its losses. In case the Company transfers reserves to capital upon approval by the general meeting, a rights issue shall be given to the existing Shareholders in the existing percentages or the nominal value shall be increased. However, the retained reserve shall not be less than 25% of the registered capital of the Company prior to the capitalization when the statutory surplus reserve is transferred to capital.	Article 20~~4~~ ~~6~~ The Company’s surplus reserve shall~~only~~ be used for the~~following purposes:~~ ~~r~~ecovery of lossesof the Company , expansion of the corporate production and operation or increase of the Company’sregistered ~~share~~ ~~c~~apital~~, except that the~~ ~~Company’s capital reserve shall not be used for recovery of its~~ ~~losses. In case the Company transfers reserves to capital upon~~ ~~approval by the general meeting, a rights issue shall be given~~ ~~to the existing Shareholders in the existing percentages or the~~ ~~nominal value shall be increased~~ . To make up for the Company’s losses with the surplus reserve, the discretionary surplus reserve and statutory surplus reserve shall be used first; if the losses cannot be fully compensated, the capital reserve may be used according to regulations. ~~However, t~~ ~~T~~ he retained reserve shall not be less than 25% of the registered capital of the Company prior to the capitalization when the statutory surplus reserve is transferred toincrease registered capital.

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APPENDIX I

No.	Original version	Revised version
55.	Article 225The party committee shall perform the following duties in accordance with the Constitution of the Communist Party of China and other internal regulations of the Party: (1) To ensure and supervise the Company’s implementation of policies and guidelines of the Party and the State and implement major strategic decisions of the Communist Party of China Central Committee and the State Council, as well as important work arrangements of the party committee of the SASAC and higher-level Party organizations. (2) To uphold the integration of the principle of management of cadres by the Party with the function of the Board in the lawful selection of the operation management and with the lawful exercise of authority of employment of personnel by the operation management. The party committee shall consider and comment on the candidates nominated by the Board or the president, or recommend candidates to the Board or the president. The party committee, together with the Board, shall evaluate the proposed candidates and put forth comments and suggestions collectively. (3) To research and discuss the reform, development and stability of the Company, major operational and management issues and major issues concerning employee interests, and provide comments and suggestions thereon. (4) To undertake the main responsibility in strictly administering the Party in all aspects, lead the Company’s ideological and political work, united front work, spiritual civilization construction, enterprise cultural construction and the work of organisations such as Labour Union and Communist Youth League, and lead the construction of the Party conduct and of an honest and clean administration and support the fulfillment of the supervision responsibility of the discipline inspection committee.	Article 22~~5~~ ~~7~~ The party committee shall perform the following duties in accordance with the Constitution of the Communist Party of China and other internal regulations of the Party: (1) To ensure and supervise the Company’s implementation of policies and guidelines of the Party and the State and implement major strategic decisions of the Communist Party of China Central Committee and the State Council, as well as important work arrangements of the party committee of the SASAC and higher-level Party organizations. (2) To uphold the integration of the principle of management of cadres by the Party with the function of the Board in the lawful selection of the operation management and with the lawful exercise of authority of employment of personnel by the operation management. The party committee shall consider and comment on the candidates nominated by the Board or the president, or recommend candidates to the Board or the president. The party committee, together with the Board, shall evaluate the proposed candidates and put forth comments and suggestions collectively. (3) To research and discuss the reform, development and stability of the Company, major operational and management issues and major issues concerning employee interests, and provide comments and suggestions thereon. (4) To undertake the main responsibility in strictly administering the Party in all aspects, lead the Company’s ideological and political work, united front work, spiritual civilization construction, enterprise cultural construction and the work of organisations such as Labour Union and Communist Youth League, and lead the construction of the Party conduct and of an honest and clean administration and support the fulfillment of the supervision responsibility of the discipline inspection committee.

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APPENDIX I

No.	Original version		Revised version
56.	Article 228The merger of the Company may take the form of either merger by absorption or merger by the establishment of a new company. In the event of a merger, the parties to the merger shall enter into a merger agreement and prepare balance sheets and inventories of assets. The Company shall notify its creditors within ten (10) days of the date of the Company’s resolution on merger and shall make newspaper announcement within thirty (30) days of the date of the Company’s resolution on merger. The creditors who have received the said notice shall have the right within thirty(30) days from the date of receiving the notice, and the creditors who have not received the notice shall have the right within forty-five (45) days from the date of the notice being first published to demand the Company to settle the debt or to provide corresponding security in respect of the debt. The Company shall not be merged if its debts are not settled and no guarantees are provided accordingly. After the merger, claims and liabilities of parties to the merger shall be assumed by the surviving company or the newly established company.		Article 2~~28~~ 30 The merger of the Company may take the form of either merger by absorption or merger by the establishment of a new company. When the Company merges with a company more than 90% shares of which is held by it, the merged company does not need to pass a resolution at the shareholders’ meeting, but it shall notify other Shareholders, who have the right to request the Company to acquire their shareholdings or shares at a reasonable price. If the price paid for the company merger does not exceed 10% of the Company’s net assets, it can be done without a resolution at the shareholders’ meeting, unless otherwise provided by the Articles of Association or the listing rules of the stock exchange where the Company’s shares are listed. If the merger of the Company in accordance with the provisions of the preceding paragraphs does not require a resolution at the shareholders’ meeting, it shall be subject to a resolution by the Board. In the event of a merger, the parties to the merger shall enter into a merger agreement and prepare balance sheets and inventories of assets. The Company shall notify its creditors within ten (10) days of the date of the Company’s resolution on merger and shall make ~~newspaper announcement~~ an announcement on the newspaper or the National Enterprise Credit Information Publicity System within thirty (30) days of the date of the Company’s resolution on merger. The creditors who have received the said notice shall have the right within thirty(30) days from the date of receiving the notice, and the creditors who have not received the notice shall have the right within forty-five (45) days from the date of the notice being first published to demand the Company to settle the debt or to provide corresponding security in respect of the debt. The Company shall not be merged if its debts are not settled and no guarantees are provided accordingly. After the merger, claims and liabilities of parties to the merger shall be assumed by the surviving company or the newly established company.

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APPENDIX I

No.	Original version		Revised version
57.	Article 229When the Company is divided, its assets shall be split up accordingly. In the event of a division of the Company, all the parties involved shall execute a division agreement and prepare balance sheets and inventories of assets. The Company shall notify its creditors within ten (10) days of the date of the Company’s resolution on division and shall make a newspaper announcement within thirty (30) days of the date of the Company’s resolution on division. Liabilities of the Company prior to the division shall be assumed by the companies inexistence after the division, except as provided in the written agreements entered into between the Company and its creditors in relation to the repayment of debt before the division.		Article 2~~29~~ ~~3~~1 When the Company is divided, its assets shall be split up accordingly. In the event of a division of the Company, all the parties involved shall execute a division agreement and prepare balance sheets and inventories of assets. The Company shall notify its creditors within ten (10) days of the date of the Company’s resolution on division and shall make~~a newspaper announcement~~ an announcement on the newspaper or the National Enterprise Credit Information Publicity System within thirty (30) days of the date of the Company’s resolution on division. Liabilities of the Company prior to the division shall be assumed by the companies inexistence after the division, except as provided in the written agreements entered into between the Company and its creditors in relation to the repayment of debt before the division.

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No.	Original version		Revised version
58.	Article 232The Company shall be dissolved due to the following reasons: (1) the business term set out in the Articles of Association expires, or any other event as stated in the Articles of Association which triggers the dissolution of the Company occurs; (2) a resolution on dissolution is passed by Shareholders at a general meeting; (3) dissolution is necessary due to a merger or division of the Company; (4) the Company has its business license being revoked, is ordered to close down or is deregistered according to law; (5) the Company has experienced serious difficulties in business operation and management, and the continuous operation would cause substantial loss to the interest of its Shareholders. In the event that this cannot be solved by other methods, Shareholders representing 10% or more of the voting rights of the total Shareholders of the Company may request the People’s Court to dissolve the Company.		Article 23~~2~~ 4 The Company shall be dissolved due to the following reasons: (1) the business term set out in the Articles of Association expires, or any other event as stated in the Articles of Association which triggers the dissolution of the Company occurs; (2) a resolution on dissolution is passed by Shareholders at a shareholders’ ~~general~~ ~~m~~eeting; (3) dissolution is necessary due to a merger or division of the Company; (4) the Company has its business license being revoked, is ordered to close down or is deregistered according to law; (5) the Company has experienced serious difficulties in business operation and management, and the continuous operation would cause substantial loss to the interest of its Shareholders. In the event that this cannot be solved by other methods, Shareholders representing 10% or more of the voting rights of the total Shareholders of the Company may request the People’s Court to dissolve the Company. If the Company has any grounds for dissolution specified in the preceding paragraph, it shall publicize the grounds for dissolution through the National Enterprise Credit Information Publicity System within ten days.

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APPENDIX I

No.	Original version		Revised version
59.	Article 233Under the circumstance set out in item (1) of Article 232, the Company may continue to subsist by amending the Articles of Association. Amendments to the Articles of Association in accordance with the preceding paragraph shall be approved by no less than two-thirds of the voting rights held by the Shareholders present at the general meeting. Where the Company is dissolved pursuant to items (1), (2), (4) and (5) of Article 232 of the Articles of Association, it shall establish a liquidation committee within fifteen (15)days after the dissolution circumstance arises and commence liquidation. The liquidation committee shall comprise members determined by the Directors or the general meeting. If the Company fails to set up the liquidation committee within the aforesaid period, the creditors may apply to the People’s Court for appointment of relevant persons to form a liquidation committee so as to proceed with liquidation.		Article 23~~3~~ 5 Under the circumstances set out in items (1)and (2) of Article 23~~2~~ 4, and no property distributed to its Shareholders , the Company may continue to subsist by amending the Articles of Association. Amendments to the Articles of Association in accordance with the preceding paragraph shall be approved by no less than two- thirds of the voting rights held by the Shareholders present at the shareholders’ ~~general~~ meeting. Where the Company is dissolved pursuant to items (1), (2), (4) and (5) of Article 23~~2~~ 4 of the Articles of Association,it shall be liquidated. If the Directors are the liquidation obligors of the Company, ~~it~~ they shall establish a liquidation committee within fifteen (15)days after the dissolution circumstance arises and ~~commence~~ carry out liquidation. The liquidation committee shall ~~comprise members determined by the Directors or the general~~ ~~meeting~~ consist of the Directors, except as otherwise provided in the Articles of Association or unless the shareholders’ meeting decides to elect another person . If the Company fails to set up the liquidation committee within the aforesaid periodor fails to liquidate after establishing a liquidation committee , the ~~creditors~~ interested parties may apply to the People’s Court for appointment of relevant persons to form a liquidation committee so as to proceed with liquidation.The People’s Court shall accept the application and promptly organize a liquidation committee to carry out the liquidation. The liquidation obligors shall bear the liability for damages suffered by the Company or creditors due to their failure to perform the obligations of liquidation in a timely manner.

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APPENDIX I

No.	Original version		Revised version
60.	Article 235The liquidation committee shall notify creditors within ten (10) days from the date of its establishment and make newspaper announcement within sixty (60) days of that date. The creditors may declare their claims to the liquidation committee within thirty (30) days of the receipt of the above notice or within forty-five (45) days after the announcements are made if no such notice is received. They shall specify the items to which their rights relate and produce evidence. Claims shall be registered by the liquidation committee. The liquidation committee shall not make any debt settlement during the period for register of creditors.		Article 23~~5~~ ~~7~~ The liquidation committee shall notify creditors within ten (10) days from the date of its establishment and make ~~newspaper announcement~~ an announcement on the newspaper or the National Enterprise Credit Information Publicity System within sixty (60) days of that date. The creditors may declare their claims to the liquidation committee within thirty (30) days of the receipt of the above notice or within forty-five (45) days after the announcements are made if no such notice is received. They shall specify the items to which their rights relate and produce evidence. Claims shall be registered by the liquidation committee. The liquidation committee shall not make any debt settlement during the period for register of creditors.
61.	Article 236During the liquidation period, the liquidation committee shall exercise the following functions and duties: (1) to ascertain the Company’s assets and separately prepare a balance sheet and an inventory of assets; (2) to notify creditors by sending notice or by making announcement; (3) to deal with and settle the Company’s outstanding business deals in relation to the liquidation; (4) to settle outstanding taxes as well as taxes arising in the course of liquidation; (5) to ascertain all claims and debts; (6) to dispose of the remaining assets of the Company after the repayment of debts; (7) to represent the Company in any civil proceedings.		Article 23~~6~~ 8 During the liquidation period, the liquidation committee shall exercise the following functions and duties: (1) to ascertain the Company’s assets and separately prepare a balance sheet and an inventory of assets; (2) to notify creditors by sending notice or by making announcement; (3) to deal with and settle the Company’s outstanding business deals in relation to the liquidation; (4) to settle outstanding taxes as well as taxes arising in the course of liquidation; (5) to ascertain all claims and debts; (6) to~~dispose of~~ distribute the remaining assets of the Company after the repayment of debts; (7) to represent the Company in any civil proceedings.

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No.	Original version		Revised version
62.	Article 237After ascertaining the Company’s assets and preparing a balance sheet and an inventory of assets, the liquidation committee shall formulate a liquidation plan and submit the same to a general meeting or the People’s Court for confirmation. The Company shall, in proportion of the shares held by the Shareholders, distribute the remaining properties of the Company after payment of liquidation costs, salaries of employees, social insurance contribution and statutory compensations, outstanding taxes, and the Company’s debts. During the liquidation period, the Company shall subsist but cannot carry out any business activities not relating to liquidation. Prior to the liquidation as specified in the preceding paragraph, the assets of the Company shall not be distributed to the Shareholders.		Article 23~~7~~ 9 After ascertaining the Company’s assets and preparing a balance sheet and an inventory of assets, the liquidation committee shall formulate a liquidation plan and submit the same to ashareholders’ ~~general~~ meeting or the People’s Court for confirmation. The Company shall, in proportion of the shares held by the Shareholders, distribute the remaining properties of the Company after payment of liquidation costs, salaries of employees, social insurance contribution and statutory compensations, outstanding taxes, and the Company’s debts. During the liquidation period, the Company shall subsist but cannot carry out any business activities not relating to liquidation. Prior to the liquidation as specified in the preceding paragraph, the assets of the Company shall not be distributed to the Shareholders.
63.	Article 238If the liquidation committee, after ascertaining the Company’s assets and preparing a balance sheet and an inventory of assets, discovers that the Company’s assets are insufficient to repay its debts, it shall apply to the People’s Court for a declaration of bankruptcy in accordance with the law. After the Company is declared bankrupt by a ruling of the People’s Court, the liquidation committee shall transfer the liquidation matters to the People’s Court.		Article 2~~38~~ ~~4~~0 If the liquidation committee, after ascertaining the Company’s assets and preparing a balance sheet and an inventory of assets, discovers that the Company’s assets are insufficient to repay its debts, it shall apply to the People’s Court for~~a declaration of~~ bankruptcyliquidation in accordance with the law. After~~the Company is declared bankrupt by a ruling of~~ the People’s Court accepts the bankruptcy application , the liquidation committee shall transfer the liquidation matters tothe bankruptcy administrator designated by the People’s Court.

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No.	Original version		Revised version
64.	Article 240Members of the liquidation committee shall act honestly in the discharge of their duties, perform their liquidation obligations according to laws, and may not take or accept bribes or other illegal gains by taking advantage of their positions, nor encroached upon any property of the Company. Any member of the liquidation committee shall be liable for losses of the Company or any of its creditors arising from his intentional act or gross negligence.		Article 24~~0~~ 2 Members of the liquidation committee shall ~~act honestly in the discharge of their duties, perform their~~ ~~liquidation obligations according to laws~~ perform liquidation duties, and have the obligation of loyalty and diligence, and may not take or accept bribes or other illegal gains by taking advantage of their positions, nor encroached upon any property of the Company. Any member of the liquidation committeewho neglects to perform liquidation duties and causes losses to the Company shall be liable for losses; any member of the liquidation committee shall be liable for losses~~of the Company or any of its creditors arising~~ ~~from his intentional act or gross negligence~~ if they cause losses to the creditors due to intentional or gross negligence .

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APPENDIX I

No.	Original version	Revised version
65.	Article 248 (1) “Actionable corporate communication” refers to any corporate communication that seeks instructions from issuer’s securities holders on how they wish to exercise their rights or make an election as the issuer’s securities holder. (2) the notice, data or written statement sent by the Company to the shareholders of foreign investment shares listed outside the People’s Republic of China, can be sent out by way of the method specified in Article 247. The Company must provide a copy of the corporate communication to any Shareholder free of charge by sending, posting, distributing, issuing, publishing or other means when he/she requests for it, and disclose on the website of the Company the arrangements for how the Shareholders can obtain a copy of the corporate communication; and the Company must send the actionable corporate communication to each holder of overseas-listed foreign-invested shares separately, instead of merely publishing it on the websites of the Company or the stock exchange in the place where the Company’s shares are listed. If the Company is unable to send its actionable corporate communication to a Shareholder via electronic dissemination means as it does not have any functional electronic contact information of such Shareholders, it must send a copy of the communication to the Shareholder and ask him/her to provide functional electronic contact information so that the Company can send corporate communication to him/her via electronic dissemination means in the future.	Article~~248~~ ~~5~~0 (1) “Actionable corporate communication” refers to any corporate communication that seeks instructions from issuer’s securities holders on how they wish to exercise their rights or make an election as the issuer’s securities holder. (2) the notice, data or written statement sent by the Company to the shareholders of foreign investment shares listed outside the People’s Republic of China, can be sent out by way of the method specified in Article 24~~7~~ ~~9~~ . The Company must provide a copy of the corporate communication to any Shareholder free of charge by sending, posting, distributing, issuing, publishing or other means when he/she requests for it, and disclose on the website of the Company the arrangements for how the Shareholders can obtain a copy of the corporate communication; and the Company must send the actionable corporate communication to each holder of overseas-listed foreign-invested shares separately, instead of merely publishing it on the websites of the Company or the stock exchange in the place where the Company’s shares are listed. If the Company is unable to send its actionable corporate communication to a Shareholder via electronic dissemination means as it does not have any functional electronic contact information of such Shareholders, it must send a copy of the communication to the Shareholder and ask him/her to provide functional electronic contact information so that the Company can send corporate communication to him/her via electronic dissemination means in the future.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
	(3) Where the notice is sent by person, the recipient shall sign (or seal) the receipt acknowledgement and the date of the signature of such recipient shall be the date of service; where the notice is sent by way of announcement, the date of the first announcement shall be the date of service; where the notice is sent by fax, e-mail or website, the effective date of the written letter shall be date of service; where the notice is sent by post, so long as the address is accurate and notice is delivered by prepaid registered mail, such notice is deemed as delivered and received after five (5) working days as of the date of delivery. (4) Notices, orders, documents, materials or written statements sent by the Shareholders and Directors to the Company shall be put or sent to the legal address of the Company by prepaid registered mail, or put or sent to the registered agent of the Company by prepaid registered mail. (5) Notices, orders, documents, materials or written statements sent by the Shareholders and Directors to the Company shall be deemed as delivered within the specified time under normal conditions with the date of post of such notices orders, documents, materials or written statements as the proof, or that may be proved by the clearly stated address and prepaid postage certificate. (6) The magazines publishing the announcement hereof shall be the magazines designated or required by the relevant laws, administrative regulations or Listing Rules. Where the meeting notice has not been sent to the receiver whoever has right to receive due to accidental omission or such person has not received the meeting notice, such meeting and the resolution adopted in the meeting shall remain valid.	(3) Where the notice is sent by person, the recipient shall sign (or seal) the receipt acknowledgement and the date of the signature of such recipient shall be the date of service; where the notice is sent by way of announcement, the date of the first announcement shall be the date of service; where the notice is sent by fax, e-mail or website, the effective date of the written letter shall be date of service; where the notice is sent by post, so long as the address is accurate and notice is delivered by prepaid registered mail, such notice is deemed as delivered and received after five (5) working days as of the date of delivery. (4) Notices, orders, documents, materials or written statements sent by the Shareholders and Directors to the Company shall be put or sent to the legal address of the Company by prepaid registered mail, or put or sent to the registered agent of the Company by prepaid registered mail. (5) Notices, orders, documents, materials or written statements sent by the Shareholders and Directors to the Company shall be deemed as delivered within the specified time under normal conditions with the date of post of such notices orders, documents, materials or written statements as the proof, or that may be proved by the clearly stated address and prepaid postage certificate. (6) The magazines publishing the announcement hereof shall be the magazines designated or required by the relevant laws, administrative regulations or~~Listing~~ ~~Rules~~ the listing rules of the stock exchange where the Company’s shares are listed . Where the meeting notice has not been sent to the receiver whoever has right to receive due to accidental omission or such person has not received the meeting notice, such meeting and the resolution adopted in the meeting shall remain valid.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Original version		Revised version
66.	Addition		Article 252 Where the provisions of these Articles of Association are inconsistent with the mandatory provisions of laws, regulations, rules, ordinances and the listing rules of the stock exchange where the Company’s shares are listed, such mandatory provisions of laws, regulations, rules, ordinances and the listing rules of the stock exchange where the Company’s shares are listed shall prevail.

Save for the above amendments, there are no substantive amendments to other provisions in the Articles of Association. The non-substantial amendments include adjustments to the numbering, ordering and punctuation of the Articles of Association, as well as changing the term “general meeting” to”shareholders’ meeting”, “more than half” to “majority”, “class of share” to “class of shares”, “meeting of the Board” to “Board meeting”, “stock exchange on which the Company’s shares are listed” to “stock exchange where the Company’s shares are listed” and other word modifications that do not affect the meaning of the articles. Since they do not involve substantial changes and the scope of the revision is relatively wide, they will not be listed item by item.

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COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

APPENDIX II

Comparison Table of Amendments to the Rules of Procedure for General Meetings

The Board proposes to make the following amendments to the Rules of Procedure for General Meetings (deleted texts are presented in strikethrough and additional texts are presented in underline):

No.	Original version		Revised version
1.	Article 1These rules are formulated in order to enhance efficiency of the general meeting of Triumph New Energy Company Limited (the Company) and ensure the functions and powers of the general meeting to be legally exercised in accordance with the requirements of the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”) and other laws, regulations and regulatory documents and the Articles of Association of Triumph New Energy Company Limited (hereinafter referred to as the Articles of Association).		Article 1These rules are formulated in order to enhance efficiency of theshareholders’ ~~general~~ meeting of Triumph New Energy Company Limited (the Company) and ensure the functions and powers of the general meeting to be legally exercised in accordance with the requirements of the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”) and other laws,administrative regulations~~and~~ ~~,~~ regulatory documents and the Articles of Association of Triumph New Energy Company Limited (hereinafter referred to as the Articles of Association).
2.	Article 2The Company shall convene the general meeting in strict compliance with the relevant requirements of the laws, administrative regulations, these rules and the Articles of Association so as to ensure that the shareholders can exercise their rights in accordance with the laws. The board of directors of the Company shall earnestly perform its duties and organize the general meeting in a serious and timely manner. All the directors of the Company shall exercise their diligence to ensure that the general meeting is duly held and its functions and powers are exercised in accordance with the laws.		Article 2The Company shall convene theshareholders’ ~~general~~ meeting in strict compliance with the relevant requirements of the laws, administrative regulations,~~these rules and~~ regulatory documents, the Articles of Associationand these rules so as to ensure that the shareholders can exercise their rights in accordance with the laws. The board of directors of the Company shall earnestly perform its duties and organize theshareholders’ ~~general~~ meeting in a serious and timely manner. All the directors of the Company shall exercise their diligence to ensure that theshareholders’ ~~general~~ meeting is duly held and its functions and powers are exercised in accordance with the laws.

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COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

APPENDIX II

No.	Original version		Revised version
3.	Article 7The general meeting may exercise the following functions and powers: (1) to decide on the operating policies and investment plans of the Company; (2) to elect and remove directors and to decide on matter relating to the remuneration of the relevant directors; (3) to elect and remove supervisors (being shareholders’ representatives), and to decide on matter relating to the remuneration of the relevant supervisors; (4) to consider and approve the reports of the board of directors; (5) to consider and approve the reports of the supervisory committee; (6) to consider and approve the proposed annual financial budgets and final accounts of the Company; (7) to consider and approve the profit distribution plans and loss recovery plans of the Company; (8) to adopt resolutions on any increase or reduction of registered capital of the Company; (9) to adopt resolutions on matters such as merger, demerger, dissolution, and liquidation of the Company; (10) to adopt resolutions on the issue of debentures of the Company;	Article 7Theshareholders’ ~~general~~ meeting may exercise the following functions and powers: ~~(1)~~ ~~to decide on the operating policies and investment~~ ~~plans of the Company;~~ (~~2~~ ~~1~~ ) to elect and remove directorswho are not employee representatives, and todismiss directors and decide on matter relating to the remuneration of the relevant directors; (~~3~~ ~~2~~ ) to elect ~~and~~ , remove and dismiss supervisors~~(being~~ ~~shareholders’ representatives)~~ who are not employee representatives ,and to decide on matter relating to the remuneration of the relevant supervisors; (~~4~~ ~~3~~ ) to consider and approve the reports of the board of directors; (~~5~~ ~~4~~ ) to consider and approve the reports of the supervisory committee; ~~(6)~~ ~~to consider and approve the proposed annual financial~~ ~~budgets and final accounts of the Company;~~ (~~7~~ ~~5~~ ) to consider and approve the profit distribution plans and loss recovery plans of the Company; (~~8~~ ~~6~~ ) to adopt resolutions on any increase or reduction of registered capital of the Company; (~~9~~ ~~7~~ ) to adopt resolutions on matters such as merger, demerger, dissolution,change of the Company’s form and liquidation of the Company;	shareholders’
		~~()~~ (~~2~~ ~~1~~ ) (~~3~~ ~~2~~ ) (~~4~~ ~~3~~ ) (~~5~~ ~~4~~ ) ~~6~~
		~~()~~ (~~7~~ ~~5~~ ) (~~8~~ ~~6~~ ) (~~9~~ ~~7~~ )

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COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

APPENDIX II

No.	Original version	Revised version
	(11) to adopt resolutions on the appointments or dismissals of accounting firms; (12) to amend the Articles of Association; (13) to consider the provisional proposals submitted by shareholders who individually or collectively hold more than 3% (including 3%) of the Company’s shares; (14) to consider and approve the guarantees provided in Article 8 herein; (15) to consider the acquisition or disposal of any major assets, the amount of which exceeds 30% of the latest audited total assets of the Company; (16) to consider the change of use of proceeds from capitals raised; (17) to consider the adoption of share option incentive scheme; (18) to consider such other things required by laws, administrative regulations and the Articles of Association to be resolved by general meeting of shareholders; (19) to authorize or delegate to the board of directors to deal with the authorized or entrusted matters.	(~~10~~ ~~8~~ ) to adopt resolutions on the issue of debentures of the Company; (~~11~~ ~~9~~ ) to adopt resolutions on the appointments or dismissals of accounting firms; (1~~2~~ 0 ) to amend the Articles of Association; (1~~3~~ 1 ) to consider the provisional proposals submitted by shareholders who individually or collectively hold more than~~3~~ ~~1~~ % (including~~3~~ ~~1~~ %) of the Company’s shares; (1~~4~~ 2 ) to consider and approve the guarantees provided in Article 8 herein; (1~~5~~ 3 ) to consider the acquisition or disposal of any major assets, the amount of which exceeds 30% of the latest audited total assets of the Company; (1~~6~~ 4 ) to consider the change of use of proceeds from capitals raised; (1~~7~~ 5 ) to consider the adoption of share option incentive scheme; (1~~8~~ 6 ) to consider such other things required by laws, administrative regulations~~and~~ or the Articles of Association to be resolved byshareholders’ ~~general~~ meeting~~of shareholders~~ ; (1~~9~~ 7 ) to authorize or delegate to the board of directors to deal with the authorized or entrusted matters.

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COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

APPENDIX II

No.	Original version		Revised version
4.	Article 8Any of the following guarantee activities of the Company shall be approved by the general meeting: (1) any of the external guarantee provided after the total guaranteed amount of the Company and its controlling subsidiaries to the any other party reaching to or exceeding 50% of the latest audited net assets; (2) any of the external guarantee provided after the total guaranteed amount of the Company reaching to or exceeding 30% of the latest audited net assets; (3) providing the guarantee for the guaranteed object, whose ratio of liabilities to assets exceeds 70%; (4) the amount of single guarantee exceeding 10% of the latest audited net assets; (5) providing the guarantee for the shareholders, actual controllers and its connected parties.		Article 8Any of the following guarantee activities of the Company shall be approved by theshareholders’ ~~general~~ meeting: (1) any of the external guarantee provided after the total guaranteed amount of the Company and its controlling subsidiaries to the any other party~~reaching to or~~ exceeding 50% of the latest audited net assets; (2) any of the external guarantee provided after the total guaranteed amount of the Companyand its controlling subsidiaries ~~reaching to or~~ exceeding 30% of the latest audited net assets; (3) the amount of the guarantees provided by the Company within one year exceeding 30% of the latest audited total assets; (~~3~~ ~~4~~ ) providing the guarantee for the guaranteed object, whose ratio of liabilities to assets exceeds 70%; (~~4~~ ~~5~~ ) the amount of single guarantee exceeding 10% of the latest audited net assets; (~~5~~ ~~6~~ ) providing the guarantee for the shareholders, actual controllers and its connected parties.
			(~~3~~ ~~4~~ ) (~~4~~ ~~5~~ ) (~~5~~ ~~6~~ )

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COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

APPENDIX II

No.	Original version		Revised version
5.	Article 12The supervisory committee have the right to propose to the board of directors to convene an extraordinary general meeting and shall propose in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of the extraordinary general meeting within ten (10) days after receiving such proposal. Where the board of directors agrees to convene an extraordinary general meeting, the board of directors shall send out the notice of the general meeting within five (5) days after the passing of the relevant resolutions and any changes to the original proposal made in the notice shall be approved by the supervisory committee. Where the board of directors does not agree to convene an extraordinary general meeting, or does not furnish any reply within ten (10) days after receiving the proposal, the board of directors shall be deemed as incapable of performing or failing to perform the duty of convening a general meeting and the supervisory committee is entitled to convene and preside over a general meeting independently.		Article 12The supervisory committee have the right to propose to the board of directors to convene an extraordinary shareholders’ ~~general~~ meeting and shall propose in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, furnish adecision ~~written reply~~ stating its agreement or disagreement to the convening of the extraordinaryshareholders’ ~~general~~ meeting within ten (10) days after receiving such proposal, and shall give a written reply to the Shareholders . Where the board of directors agrees to convene an extraordinary shareholders’ ~~general~~ meeting, the board of directors shall send out the notice of theshareholders’ ~~general~~ meeting within five (5) days after the passing of the relevant resolutions and any changes to the original proposal made in the notice shall be approved by the supervisory committee. Where the board of directors does not agree to convene an extraordinaryshareholders’ ~~general~~ meeting, or does not furnish any reply within ten (10) days after receiving the proposal, the board of directors shall be deemed as incapable of performing or failing to perform the duty of convening ashareholders’ ~~general~~ meeting and the supervisory committee is entitled to convene and preside over ashareholders’ ~~general~~ meeting independently.

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COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

APPENDIX II

No.	Original version		Revised version
6.	Article 13The shareholders individually or jointly holding more than 10% shares of the Company, have the right to request the board of directors to convene an extraordinary general meeting and shall make the proposal to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of the extraordinary general meeting within ten (10) days after receiving such proposal. Where the board of directors agrees to convene an extraordinary general meeting, the board of directors shall send out the notice of the general meeting within five (5) days after the passing of the relevant resolutions and any changes to the original proposal made in the notice shall be approved by the shareholders concerned. Where the board of directors does not agree to convene an extraordinary general meeting, or does not furnish any reply within ten (10) days after receiving the proposal, shareholders individually or jointly holding more than 10% shares of the Company have the right to propose to the supervisory committee to convene the extraordinary general meeting and such proposal shall be made in writing. Where the supervisory committee agrees to convene the extraordinary general meeting, the supervisory committee shall send out the notice of the general meeting within five (5) days after receiving the proposal and any changes to the original proposal made in the notice shall be approved by the shareholders concerned.		Article 13 The shareholders individually or jointly holding more than 10% shares of the Company, have the right to request the board of directors to convene an extraordinaryshareholders’ ~~general~~ meeting and shall make the proposal to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of the extraordinary shareholders’ ~~general~~ meeting within ten (10) days after receiving such proposal. Where the board of directors agrees to convene an extraordinary shareholders’ ~~general~~ meeting, the board of directors shall send out the notice of theshareholders’ ~~general~~ meeting within five (5) days after the passing of the relevant resolutions and any changes to the original proposal made in the notice shall be approved by the shareholders concerned. Where the board of directors does not agree to convene an extraordinaryshareholders’ ~~general~~ meeting, or does not furnish any reply within ten (10) days after receiving the proposal, shareholders individually or jointly holding more than 10% shares of the Company have the right to propose to the supervisory committee to convene the extraordinaryshareholders’ ~~general~~ meeting and such proposal shall be made in writing.The supervisory committee shall make a decision on whether to convene an extraordinary shareholders’ meeting within ten (10) days from the date of receipt of the request, and shall give a written reply to the Shareholders.

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COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

APPENDIX II

No.	Original version		Revised version
	Failure of the supervisory committee to send out such notice within the prescribed term shall be deemed as failure to convene and preside over the general meeting, the shareholders individually or jointly holding more than 10% shares of the Company for more than ninety (90) consecutive days are entitled to independently convene and preside over a general meeting.		Where the supervisory committee agrees to convene the extraordinaryshareholders’ ~~general~~ meeting, the supervisory committee shall send out the notice of theshareholders’ ~~general~~ meeting within five (5) days after receiving the proposal and any changes to the original proposal made in the notice shall be approved by the shareholders concerned. Failure of the supervisory committee to send out such notice within the prescribed term shall be deemed as failure to convene and preside over theshareholders’ ~~general~~ meeting, the shareholders individually or jointly holding more than 10% shares of the Company for more than ninety (90) consecutive days are entitled to independently convene and preside over ashareholders’ ~~general~~ meeting.
7.	Article 18Ordinary shareholders (including preference shareholders with restored voting rights) individually or collectively holding 3% or more of the shares of the Company may put forward provisional proposals and submit in writing to the convener ten (10) days prior to the date of the general meeting. The convener shall issue a supplementary notice of the general meeting within two (2) days upon the receipt of the proposal, announce the contents of the temporary proposal and submit such temporary proposal to the general meeting for consideration. Contents of the provisional proposal shall fall within the scope of authority of the general meeting, and set out specific subject and matters to be resolved. Save as the requirement in the preceding paragraph, after the convener has issued the notice for the general meeting, no changes shall be made to the stated proposals in the notice of the general meeting and no new proposals shall be added. The general meeting shall not vote on or resolve proposals not stated in the notice of the general meeting or proposals which do not meet the requirements in Article 17 herein.		Article 18Ordinary shareholders (including preference shareholders with restored voting rights) individually or collectively holding~~3~~ ~~1~~ %or more of the shares of the Company may put forward provisional proposals and submit in writing to the convener ten (10) days prior to the date of theshareholders’ ~~general~~ meeting. The convener shall issue a supplementary notice of theshareholders’ ~~general~~ meeting within two (2) days upon the receipt of the proposal, announce the contents of the temporary proposal and submit such temporary proposal to the shareholders’ ~~general~~ meeting for consideration. Contents of the provisional proposal shall fall within the scope of authority of the shareholders’ ~~general~~ meeting, and set out specific subject and matters to be resolved. Save as the requirement in the preceding paragraph, after the convener has issued the notice for theshareholders’ ~~general~~ meeting, no changes shall be made to the stated proposals in the notice of theshareholders’ ~~general~~ meeting and no new proposals shall be added. Theshareholders’ ~~general~~ meeting shall not vote on or resolve proposals not stated in the notice of theshareholders’ ~~general~~ meeting or proposals which do not meet the requirements in Article 17 herein.

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COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

APPENDIX II

No.	Original version		Revised version
8.	Article 46The following matters shall be resolved either by an ordinary resolution at a general meeting: (1) work reports of the board of directors and the supervisory committee; (2) plans formulated by the board of directors for distribution of profits and for making up losses; (3) the appointment and removal of members of the board of directors and the supervisory committee, their remuneration and payment methods; (4) the Company’s annual financial budgets and final accounts, balance sheets, income statements and other financial statements and annual report; (5) matters other than those required by the laws and administrative regulations or by the Articles of Association to be adopted by special resolutions.		Article 46The following matters shall be resolved either by an ordinary resolution at ashareholders’ ~~general~~ meeting: (1) work reports of the board of directors and the supervisory committeeand the annual reports of the Company ; (2) plans formulated by the board of directors for distribution of profits and for making up losses; (3) the appointment and removal of members of the board of directors and the supervisory committee, their remuneration and payment methods; ~~(4)~~ ~~the Company’s annual financial budgets and final~~ ~~accounts, balance sheets, income statements and other~~ ~~financial statements and annual report;~~ (~~5~~ ~~4~~ ) matters other than those required by the laws and administrative regulations or by the Articles of Association to be adopted by special resolutions.
			~~()~~ (~~5~~ ~~4~~ )

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COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

APPENDIX II

No.	Original version	Revised version
9.	Article 47The following matters shall be resolved by a special resolution at the general meeting: (1) increase or reduction of the share capital and issue of shares of any class, stock warrants or other similar securities; (2) issuance of corporate debentures; (3) the demerger, merger, dissolution and liquidation of the Company; (4) amendments to the Articles of Association; (5) the major assets acquired or sold within one (1) year or the guaranteed amount exceeding 30% of the Company’s latest audited total assets; (6) share incentive scheme; (7) such other matters as may be required by laws, administrative regulations or the Articles of Association or matters which, if resolved by way of ordinary resolutions at general meetings, are considered to have material effects on the Company and require approval by special resolutions.	Article 47The following matters shall be resolved by a special resolution at theshareholders’ ~~general~~ meeting: (1) increase or reduction of the share capital and issue of shares of any class, stock warrants or other similar securities; (2) issuance of corporate debentures; (3) the demerger,spin-off, merger, dissolution, change of the Company’s form and liquidation of the Company; (4) amendments to the Articles of Association; (5) the major assets acquired or sold within one (1) year or the guaranteed amountprovided to others exceeding 30% of the Company’s~~latest audited~~ total assets; (6) share incentive scheme; (7) such other matters as may be required by laws, administrative regulations or the Articles of Association or matters which, if resolved by way of ordinary resolutions atshareholders’ ~~general~~ meetings, are considered to have material effects on the Company and require approval by special resolutions.

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COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

APPENDIX II

No.	Original version		Revised version
10.	Article 64The resolutions passed at the general meeting are null and void if they are in breach of the laws and administrative regulations. In case the convening and voting procedures of the general meetings are in breach of laws, administrative regulations or the Articles of Association, or the contents of the resolutions are in breach of the Articles of Association, the shareholders may apply to the court for the revocation of such resolutions within sixty (60) days as of the date of resolutions made.		Article 64The resolutions passed at theshareholders’ ~~general~~ meeting are null and void if they are in breach of the laws and administrative regulations. In case the convening and voting procedures of theshareholders’ ~~general~~ meetings are in breach of laws, administrative regulations or the Articles of Association, or the contents of the resolutions are in breach of the Articles of Association, the shareholders may apply to the court for the revocation of such resolutions within sixty (60) days as of the date of resolutions made, unless there is only a slight defect in the procedure of convening or the method of voting at the shareholders’ meetings or Board meetings, which has no substantive impact on the resolution .	shareholders’
11.	Article 65These rules will be revised from time to time in line with amendments to relevant laws, regulations, regulatory documents and the Articles of Association. In case of any conflict between the provisions of these rules and the requirements of relevant laws, regulations, regulatory documents and the Articles of Association, the relevant requirements of relevant laws, regulations, regulatory documents and the Articles of Association shall prevail.		Article 65These rules will be revised from time to time in line with amendments to relevant laws,administrative regulations, regulatory documents and the Articles of Association. In case of any conflict between the provisions of these rules and the requirements of relevant laws,administrative regulations, regulatory documents and the Articles of Association, the relevant requirements of relevant laws,administrative regulations, regulatory documents and the Articles of Association shall prevail.

Save for the above amendments, there are no substantive amendments to the title of the Rules of Procedure for General Meetings and other provisions set out therein. The non-substantial amendments include adjustments to the numbering, ordering and punctuation of the Rules of Procedure for General Meetings, as well as changing the term “general meeting” to “shareholders’ meeting”, “more than half” to “majority” and other word modifications that do not affect the meaning of the articles. Since they do not involve substantial changes and the scope of the revision is relatively wide, they will not be listed item by item.

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COMPARISON TABLE OF AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

APPENDIX III

Comparison Table of Amendments to the Procedural Rules of the Board

The Board proposes to make the following amendments to the Procedural Rules of the Board (deleted texts are presented in strikethrough and additional texts are presented in underline):

No.	Original version	Revised version	Revised version
1.	Article 1In order to regulate the transaction of business and decision-making procedures of the board of Directors of Triumph New Energy Company Limited (the “Company”), procure the Directors and the Board to effectively perform their duties, and enhance the standardised operation and scientific decision-making of the Board, the Company, based on its actual circumstances, has formulated these Rules in accordance with the Company Law, the Securities Law, Code of Corporate Governance for Listed Companies in China, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (collectively the “Listing Rules of the Stock Exchanges”), the Articles of Association of Triumph New Energy Company Limited (the “Articles of Association”) and other relevant requirements.	Article 1In order to regulate the transaction of business and decision-making procedures of the board of Directors of Triumph New Energy Company Limited (the “Company”), procure the Directors and the Board to effectively perform their duties, and enhance the standardised operation and scientific decision-making of the Board, the Company~~, based on its actual circumstances,~~ has formulated these Rules in accordance withthe relevant requirements of the Company Law, the Securities Law, Code of Corporate Governance for Listed Companies in China, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (collectively the “Listing Rules of the Stock Exchanges”), the Articles of Association of Triumph New Energy Company Limited (the “Articles of Association”) ~~and~~ ~~other relevant requirements~~ ~~.~~
2.	Article 3The Board is subject to the supervision of the supervisory committee of the Company. When making decisions on material issues of the Company, views of the party committee of the Company shall be heeded in advance, views and recommendations of the staff representative meetings shall be respected.	Article 3The Board is subject to the supervision of the supervisory committee ~~of the Company~~ ~~.~~When making decisions on material issues of the Company, views of the party committee of the Company shall be heeded in advance, views and recommendations of the staff representative meetings shall be respected.
3.	Article 6The Board shall have one Chairman and one vice chairman, who shall be elected by all Directors with majority votes.	Article 6The Board shall have one Chairman ~~chairman~~ ~~,~~who shall be elected by all Directors votes.	~~and one vice~~ with majority
4.	Article 7The Company may increase or decrease the number of members of the Board based on its own business development needs within the scope provided by laws, regulations and the Articles of Association. However, any change to the members of the Board, including an increase or decrease in the number of members of the Board, or the removal or by-election of a Director, shall be decided at the general meeting in accordance with the Articles of Association.	Article 7The Company may increase or decrease the number of members of the Board based on its own business development needs within the scope provided by laws,administrative regulations and the Articles of Association. However, any change to the members of the Board, including an increase or decrease in the number of members of the Board, or the removal or by-election of a Director, shall be decided at theshareholders’ ~~general~~ meeting in accordance with the Articles of Association.

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COMPARISON TABLE OF AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

APPENDIX III

No.	Original version
5.	Article 9The Board may set up board committees based on the Company’s actual needs.	Article 9

6.	Article 11A secretary’s office under the Board shall be established to handle the daily affairs of the Board.	Article 11
		~~established~~ Company, as
7.	Article 12The Board shall report to the general meetings, perform the following duties and exercise the following powers: (1) to convene general meetings and report its work to the general meetings; (2) to implement the resolutions of the general meetings; (3) to decide on the Company’s business plans and investment plans; (4) to formulate the Company’s plans on annual financial budgets and final accounts; (5) to formulate the Company’s profit distribution plans and loss recovery plans; (6) to formulate the proposal for increase or decrease of the registered capital of the Company and issue of debentures of the Company;	Article 12The Board shall~~report to the general meetings,~~ perform the following duties and exercise the following powers: (1) to conveneshareholders ~~general~~ meetings and report its work to theshareholders ~~general~~ meetings; (2) to implement the resolutions of theshareholders ~~general~~ meetings; (3) to decide on the Company’s business plans and investment plans; (4) to~~formulate~~ decide the Company’s plans on annual financial budgets and final accounts; (5) to formulate the Company’s profit distribution plans and loss recovery plans; (6) to formulate the proposal for increase or decrease of the registered capital of the Company and issue of debentures of the Company;

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No.	Original version		Revised version
	(7) to formulate proposals for merger, division and dissolution of the Company; (8) to determine the establishment of the Company’s internal management structure; (9) to appoint or dismiss the president of the Company and, based on the nomination by the president of the Company, to appoint or dismiss vice president and chief financial controllers of the Company and to determine their remunerations; (10) based on the nomination by the Chairman, to appoint and dismiss the secretary to the Board, and to determine their remunerations; (11) to review the work report of the president; (12) to formulate the basic management system of the Company; (13) to formulate proposals for amendment to the Articles; (14) to nominate candidates for Directors; (15) Other powers and duties conferred by the laws, administrative regulations and general meetings. Except for the Board resolutions in respect of the matters specified in items (6), (7) and (13) of this article which shall be passed by more than two-thirds of the Directors, the Board resolutions in respect of all other matters may be passed by more than one half of the Directors.	(7) to formulate proposals for~~merger,~~ division, spin-off, merger and dissolution of the Company, change of the corporate form and liquidation ; (8) to determine the establishment of the Company’s internal management structure; (9) todetermine the appointment or dismissal of ~~appoint~~ ~~or dismiss~~ the president of the Companyand their remunerations and, based on the nomination by the president of the Company, todetermine the appointment or dismissal of ~~appoint or dismiss~~ vice president and chief financial controllers of the Company andto determinetheir remunerations; (10) based on the nomination by the Chairman, todetermine the appointment or dismissal of appoint or dismiss the secretary to the Board, and~~to determine~~ their remunerations; (11) to reviewand approve the work report of the president; (12) to formulate the basic management system of the Company; (13) to formulate proposals for amendment to the Articles; (14) to nominate candidates for Directors; (15) Other powers and duties conferred by the laws, administrative regulations andshareholders ~~general~~ meetings. Except for the Board resolutions in respect of the matters specified in items (6), (7) and (13) of this article which shall be passed by more than two-thirds of the Directors, the Board resolutions in respect of all other matters may be passed by more than one half of the Directors.

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No.	Original version		Revised version
8.	Article 13The Chairman is the legal representative of the Company and shall have the following powers and duties: (1) to preside over general meetings and to convene and preside over meetings of the Board; (2) to examine the implementation of the resolutions of the Board and supervise the daily operation of the management; (3) to handle the daily affairs of the Board when it is in recess; (4) to sign the stocks, the bonds and other marketable securities issued by the Company; (5) to nominate candidates for president and secretaries to the Board for the consideration and approval of the Board; (6) to sign material documents of the Board and other documents that should be signed by the legal representative of the Company; (7) to exercise special disposal powers to handle corporate affairs in compliance with legal requirements and in the interests of the Company in case of an event of force majeure such as natural disasters, and provide post-event reports to the Board and the general meetings; (8) other powers and duties conferred by the Board.		Article 13The Chairman~~is the legal representative of the~~ ~~Company and~~ shall have the following powers and duties: (1) to preside overshareholders ~~general~~ meetings and to convene and preside over meetings of the Board; (2) to examine the implementation of the resolutions of the Board and supervise the daily operation of the management; (3) to handle the daily affairs of the Board when it is in recess; (4) to sign the stocks, the bonds and other marketable securities issued by the Company; (5) to nominate candidates for president and secretaries to the Board for the consideration and approval of the Board; (6) to sign material documents of the Board and other documents that should be signed by the legal representative of the Company; (7) to exercise special disposal powers to handle corporate affairs in compliance with legal requirements and in the interests of the Company in case of an event of force majeure such as natural disasters, and provide post- event reports to the Board and theshareholders ~~general~~ meetings; (8) other powers and duties conferred by the Board.
9.	Article 14Should the Chairman fail to perform his/her duties, the vice chairman may perform the duties. Where the vice chairman of the Board is unable to or fails to perform his/her duties, a Director shall be elected jointly by more than half of the Directors to perform such duties.		Article 14Should the Chairman fail to perform his/her duties, ~~the vice chairman may perform the duties. Where the vice~~ ~~chairman of the Board is unable to or fails to perform his/her~~ ~~duties,~~ a Director shall be elected jointly bya majority ~~more than~~ ~~half~~ of the Directors to perform such duties.

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No.	Original version	Revised version
10.	Article 17In any of the following circumstances, the Chairman shall convene an extraordinary meeting of the Board within three (3) working days: (1) when deemed necessary by the Chairman; (2) as proposed jointly by more than one-third of the members of the Board; (3) as proposed by a majority of the independent non- executive Directors; (4) as proposed by the supervisory committee; (5) as proposed by the president; (6) as proposed by shareholders representing more than one- tenth of the voting rights; (7) as requested by the securities regulatory authorities; (8) any other circumstances where the Articles of Association provided that a Board meeting should be convened.	Article 17In any of the following circumstances, the Chairman shall convene an extraordinary meeting of the Board within three (3) working days: (1) when deemed necessary by the Chairman; (2) as proposed jointly by more than one-third of the members of the Board; (3) as proposed by~~a majority of the independent non-~~ ~~executive Directors~~ the deliberation of the special meeting of independent Directors ; (4) as proposed by the supervisory committee; (5) as proposed by the president; (6) as proposed by shareholders representing more than one- tenth of the voting rights; (7) as requested by the securities regulatory authorities; (8) any other circumstances where the Articles of Association provided that a Board meeting should be convened.

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No.	Original version	Revised version
11.	Article 18Proposal procedures for extraordinary meetings Where an extraordinary meeting of the Board is proposed as the preceding article stipulates, a written proposal by the proposer shall be presented to the Chairman through the secretary office of the Board or directly. The written proposal shall contain the following items: (1) Name(s) of the proposer(s); (2) Reason for the proposal or objective matters on which the proposal is based; (3) Convention time or timeframe, venue and method proposed; (4) Clear and specific proposal; (5) Contact details of the proposer(s), date of the proposal, etc. The content of the proposal shall be relevant to the matters within the functions and powers of the Board specified in the Articles of Association. The materials relevant to the proposal should be submitted together. Upon receiving the above written proposal and relevant materials, the secretary office of the Board shall present them to the Chairman on the same day. If the Chairman believes the proposal is not clear or not specific, or the related materials are inadequate, the proposer may be requested to make modification or supplementation. The Chairman shall convene and preside over a meeting of the Board within three (3) days upon receipt of the proposal or the request of the securities regulatory authorities.	Article 18Proposal procedures for extraordinary meetings Where an extraordinary meeting of the Board is proposed as the preceding article stipulates, a written proposal by the proposer shall be presented to the Chairman through the secretaryto ~~office of~~ the Board or directly. The written proposal shall contain the following items: (1) Name(s) of the proposer(s); (2) Reason for the proposal or objective matters on which the proposal is based; (3) Convention time or timeframe, venue and method proposed; (4) Clear and specific proposal; (5) Contact details of the proposer(s), date of the proposal, etc. The content of the proposal shall be relevant to the matters within the functions and powers of the Board specified in the Articles of Association. The materials relevant to the proposal should be submitted together. Upon receiving the above written proposal and relevant materials, the secretaryto ~~office of~~ the Board shall present them to the Chairman on the same day. If the Chairman believes the proposal is not clear or not specific, or the related materials are inadequate, the proposer may be requested to make modification or supplementation. The Chairman shall convene and preside over a meeting of the Board within three (3) days upon receipt of the proposal or the request of the securities regulatory authorities.

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No.	Original version		Revised version
12.	Article 19The notice of the meeting of the Board shall include: (1) date and place of the meeting; (2) duration of the meeting; (3) reasons for and discussion topics of the meeting; (4) date of issuing the notice. Discussion topics of the meeting shall be determined by the Chairman of the Board. The notice of the meeting shall be drafted by the secretary to the Board, and shall be dispatched to the Directors by the secretary office of the Board after being approved by the Chairman.		Article 19The notice of the meeting of the Board shall include: (1) date and place of the meeting; (2) duration of the meeting; (3) reasons for and discussion topics of the meeting; (4) date of issuing the notice. Discussion topics of the meeting shall be determined by the Chairman of the Board. The notice of the meeting shall be drafted by the secretary to the Board, and shall be dispatched to the Directors by the~~secretary office of the Board~~ Securities Department after being approved by the Chairman.
13.	Article 20The secretary office to the Board shall be responsible for the meeting documents, it shall provide the Directors with adequate information for the meeting, including but not limited to background information of the resolutions set out in the notice of meeting according to the preceding article and other information or data that may help the Directors get more informed. Where more than two independent non-executive Directors or more than one-third of the Directors deem that the information is not sufficient or the argument is not clear, they may jointly request the Chairman to postpone the meeting or postpone resolving on the related matter in writing. The Chairman should accede to the request and make a decision in three (3) working days.		Article 20The~~secretary office to the Board~~ Securities Department shall be responsible for the meeting documents, it shall provide the Directors with adequate information for the meeting, including but not limited to background information of the resolutions set out in the notice of meeting according to the preceding article and other information or data that may help the Directors get more informed. Where more than two independent non-executive Directors or more than one-third of the Directors deem that the information is not sufficient or the argument is not clear, they may jointly request the Chairman to postpone the meeting or postpone resolving on the related matter in writing. The Chairman should accede to the request and make a decision in three (3) working days.

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APPENDIX III

No.	Original version	Revised version
14.	Article 21Notification of Board meetings: (1) No further notice is necessary if the time and place of regular meetings is fixed by the Board in advance; (2) Where the Board has not fixed in advance the time and place of the meeting, the Chairman shall, at least ten (10) days in advance, send the notice to the Directors on the meeting time and place by way of express courier service, fax, email or personal delivery. The notice shall be written in Chinese and English version may be attached if necessary, including the meeting agenda; (3) Where there is any urgent matter that calls for the convening of an extraordinary meeting of the Board, the Chairman shall authorize the secretary to the Board to give the notice of meeting through phone, email or verbal means within three (3) working days before the convening of the meeting, provided that the Chairman shall make explanations at the meeting.	Article 21Notification of Board meetings: (1) No further notice is necessary if the time and place of regular meetings is fixed by the Board in advance; (2) Where the Board has not fixed in advance the time and place of theregular meeting, the Chairman shall, at least ten (10) days in advance, send the notice to the Directors on the meeting time and place by way of express courier service, fax, email or personal delivery. The notice shall be written in Chinese and English version may be attached if necessary, including the meeting agenda. ~~;~~ (3) Where there is any urgent matter that calls for the convening of an extraordinary meeting of the Board, the Chairman shall authorize the secretary to the Board to give the notice of meeting through phone, email or verbal means within three (3) working days before the convening of the meeting, provided that the Chairman shall make explanations at the meeting. (4) For emergency or special cases that require the Board to make decisions immediately, convening the extraordinary meeting shall not be subject to the requirements for the form of notice and notification period set out in the preceding paragraph for the sake of the Company’s interests, and the Board meeting may be notified and convened immediately.

15.	Article 22Meetings of the Board shall be convened and presided over by the Chairman. In the event that the Chairman is unable to or fails to perform his duties, the vice chairman shall convene and preside over the meeting. Where the vice chairman is unable to or fails to perform his duties, a Director jointly recommended by more than half of the Directors shall convene and preside over the meeting.	Article 22Meetings of the Board shall be convened and presided over by the Chairman. In the event that the Chairman is unable to or fails to perform his duties,~~the vice chairman shall convene and~~ ~~preside over the meeting. Where the vice chairman is unable~~ ~~to or fails to perform his duties,~~ a Director jointly recommended by~~more than half~~ a majority of the Directors shall convene and preside over the meeting.

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APPENDIX III

No.	Original version		Revised version
16.	Article 28The presider of the meeting shall request the attending Directors to express clear opinions on each proposal. If a proposal requires prior approval by independent Directors according to relevant regulations, the presider of the meeting shall, before the discussion of such proposal, designate an independent Director to read out the written approval opinions reached by the independent Directors. A Director who hinders the normal process of the meeting or affects the speech by other Directors shall be promptly stopped by the presider of the meeting. Unless it is unanimously agreed by all attending Directors, the meeting of the Board shall not vote on any proposal not included in the notice of the meeting. Where a Director accepts the appointment by any other Director to attend the meeting of the Board on his/her behalf, he shall not vote on the proposal not included in the notice of the meeting on behalf of any other Director.		Article 28The presider of the meeting shall request the attending Directors to express clear opinions on each proposal. ~~If a proposal requires prior approval by independent Directors~~ ~~according to relevant regulations, the presider of the meeting~~ ~~shall, before the discussion of such proposal, designate an~~ ~~independent Director to read out the written approval opinions~~ ~~reached by the independent Directors.~~ ~~A Director who hinders the normal process of the meeting or~~ ~~affects the speech by other Directors shall be promptly stopped~~ ~~by the presider of the meeting.~~ Unless it is unanimously agreed by all attending Directors, the meeting of the Board shall not vote on any proposal not included in the notice of the meeting. Where a Director accepts the appointment by any other Director to attend the meeting of the Board on his/her behalf, he shall not vote on the proposal not included in the notice of the meeting on behalf of any other Director.
17.	Article 29The Directors shall carefully read the relevant meeting materials, and independently and prudently express their opinions in a fully informed manner. A Director may inquire, prior to the meeting, the secretariat of the Board, the convener, the senior management officers, the special committees, the accounting firm, the law firm and other relevant persons and institutions to obtain necessary information for decision-making, and may also propose to the presider during the course of the meeting to request the aforesaid persons or representatives of the institutions to attend the meeting to give relevant explanations.		Article 29The Directors shall carefully read the relevant meeting materials, and independently and prudently express their opinions in a fully informed manner. A Director may inquire, prior to the meeting, the~~secretariat~~ ~~of the Board~~ Securities Department ,the convener, the senior management officers, the special committees, the accounting firm, the law firm and other relevant persons and institutions to obtain necessary information for decision-making, and may also propose to the presider during the course of the meeting to request the aforesaid persons or representatives of the institutions to attend the meeting to give relevant explanations.

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APPENDIX III

No.	Original version		Revised version
18.	Article 31Upon completion of voting by the Directors attending the meetings, the relevant staff members of the secretary office of the Board shall promptly collect the votes of the Directors and have them counted by the secretary to the Board under the supervision of a supervisor or an independent Director. Where the meeting is held onsite, the presider of the meeting shall announce the poll results onsite; in other circumstances, the secretary to the Board shall announce the poll results to the Directors by the next working day after the prescribed voting deadline. If a Director votes after the presider of the meeting has announced the voting result or beyond the expiry of the voting time limit, votes by such Director shall not be counted.		Article 31Upon completion of voting by the Directors attending the meetings, the relevant staff members of the~~secretary office~~ ~~of the Board~~ Securities Department shall promptly collect the votes of the Directors and have them counted by the secretary to the Board under the supervision of a supervisor or an independent Director. Where the meeting is held onsite, the presider of the meeting shall announce the poll results onsite; in other circumstances, the secretary to the Board shall announce the poll results to the Directors by the next working day after the prescribed voting deadline. If a Director votes after the presider of the meeting has announced the voting result or beyond the expiry of the voting time limit, votes by such Director shall not be counted.

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No.	Original version	Revised version
19.	Article 33Abstaining from voting In any of the following circumstances, the Directors shall abstain from voting on the relevant proposals: (1) Where laws, regulations and the Listing Rules of the Stock Exchanges provide that the Directors shall abstain from voting; (2) Where the Directors themselves consider that they shall abstain from voting; (3) Where the Articles of Association provide that the Directors shall abstain from voting as a result of their connected relationship with the enterprises involved in the proposals. Where any Director is required to abstain from voting, the relevant meeting of the Board may be held when more than half of the unconnected Directors attend the meeting, and the resolutions formed shall be passed by more than half of the unconnected Directors. If the number of unconnected attending Directors is less than 3, the relevant proposal shall not be voted on but shall be submitted to the general meeting for deliberation.	Article 33Abstaining from voting In any of the following circumstances, the Directors shall abstain from voting on the relevant proposals: (1) Where laws,administrative regulations and the Listing Rules of the Stock Exchanges provide that the Directors shall abstain from voting; (2) Where the Directors themselves consider that they shall abstain from voting; (3) Where the Articles of Association provide that the Directors shall abstain from voting as a result of their connected relationship with the enterprises involved in the proposals. Where any Director is required to abstain from voting, the relevant meeting of the Board may be held when more than half of the unconnected Directors attend the meeting, and the resolutions formed shall be passed by more than half of the unconnected Directors. If the number of unconnected attending Directors is less than 3, the relevant proposal shall not be voted on but shall be submitted to theshareholders’ ~~general~~ meeting for deliberation.
20.	Article 35Suspension of voting When more than half of the participating Directors or more than two independent Directors think that a proposal is unclear or unspecific, or that they are not able to make judgments on the relevant matters due to insufficient meeting information and other reasons, the presider of the meeting shall request an suspension of the voting on this issue. The Director proposing suspension of voting shall provide clear requirements for the conditions to be met for re-submitting the said proposal for deliberation.	Article 35Suspension of voting When~~more than half of the participating Directors or~~ more than two independent non-executive Directors or more than one-third of the Directorsthink that a proposal is unclear or unspecific, or that they are not able to make judgments on the relevant matters due to insufficient meeting information and other reasons, the presider of the meeting shall request an suspension of the voting on this issue. The Director proposing suspension of voting shall provide clear requirements for the conditions to be met for re-submitting the said proposal for deliberation.

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APPENDIX III

No.	Original version	Revised version
21.	Article 43These Rules will be revised from time to time in line with the revision to relevant laws, regulations, normative documents and the Articles of Association. In case of any conflict between the provisions of these Rules and the provisions of relevant laws, regulations, normative documents and the Articles of Association, the relevant provisions of relevant laws, regulations, normative documents and the Articles of Association shall prevail.	Article 43These Rules will be revised from time to time in line with the revision to relevant laws,administrative regulations, normative documents and the Articles of Association. In case of any conflict between the provisions of these Rules and the provisions of relevant laws,administrative regulations, normative documents and the Articles of Association, the relevant provisions of relevant laws,administrative regulations, normative documents and the Articles of Association shall prevail.

Save for the above amendments, there are no substantive amendments to other provisions in the Procedural Rules of the Board. The non-substantial amendments include adjustments to the numbering, ordering and punctuation of the Procedural Rules of the Board, as well as changing the term “general meeting” to”shareholders’ meeting”, “more than half” to “majority” and other word modifications that do not affect the meaning of the articles. Since they do not involve substantial changes and the scope of the revision is relatively wide, they will not be listed item by item.

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APPENDIX IV COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

Comparison Table of Amendments to the Rules of Procedure for the Supervisory Committee

The Board proposes to make the following amendments to the Rules of Procedure for the Supervisory Committee (deleted texts are presented in strikethrough and additional texts are presented in underline):

No.	Original version		Revised version
1.	Article 1In order to regulate the operation of the supervisory committee of Triumph New Energy Company Limited (the “Company”), the Company has formulated these Rules in accordance with the Company Law of the People’s Republic of China (the “Company Law”), and other laws, regulations and normative documents and the Articles of Association of Triumph New Energy Company Limited (the “Articles of Association”).		Article 1In order to regulate the operation of the supervisory committee of Triumph New Energy Company Limited (the “Company”), the Company has formulated these Rules in accordance with the Company Law of the People’s Republic of China (the “Company Law”), and other laws,administrative regulations and normative documents and the Articles of Association of Triumph New Energy Company Limited (the “Articles of Association”).
2.	Article 2The supervisory committee shall have six (6) supervisors, among which there shall be more than two (2) independent supervisors. The term of office of each supervisor shall be three years, and may be re-elected or re-appointed. The supervisors may not serve for more than six (6) consecutive years. The supervisory committee has one chairman whose appointment and dismissal shall be approved by more than two thirds of the supervisors.		Article 2The supervisory committee shall have six (6) supervisors, among whichthe employee supervisors shall account for at least one third, and there shall be~~more than~~ two (2) independent supervisors. The term of office of each supervisor shall be three years, and may be re-elected or re-appointed. The supervisors may not serve for more than six (6) consecutive years. The supervisory committee has one chairman whose appointment and dismissal shall be approved by more than two thirds of the supervisors.

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APPENDIX IV COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

No.	Original version		Revised version
3.	Article 6Meeting of the supervisory committee shall be held at least four (4) times each year, at least once in every six months. A notice of the meeting shall be served on all supervisors in writing ten (10) days before the meeting is convened. If necessary, the chairman of the supervisory committee or more than half of the supervisors may propose to convene an extraordinary meeting, and a notice of the meeting shall be served on all supervisors at least one (1) working day before the meeting is convened. When the Company convenes a meeting of the supervisory committee to consider the Company’s annual report or interim report, it shall be convened one to two working days prior to the meeting of the Board. The content of the notice of the supervisory committee meeting shall comply with the provisions of the Articles of Association.		Article 6Meeting of the supervisory committee shall be held at least four (4) times each year, at least once in every six months. A notice of theregular meeting shall be served on all supervisors in writing ten (10) days before the meeting is convened. If necessary, the chairman of the supervisory committee or~~more~~ ~~than half~~ a majority of the supervisors may propose to convene an extraordinary meeting, and a notice of theextraordinary meeting shall be served on all supervisors at least one (1) working day before the meeting is convened. ~~When the Company convenes a meeting of the supervisory~~ ~~committee to consider the Company’s annual report or interim~~ ~~report, it shall be convened one to two working days prior to~~ ~~the meeting of the Board.~~ The content of the notice of the supervisory committee meeting shall comply with the provisions of the Articles of Association.
4.	Article 9In compliance with the provisions of Article 117 of the Company Law, the Articles of Association, and the relevant national laws and regulations, certain persons may not serve and concurrently serve as supervisors.		Article 9In compliance with the provisions of Article~~117~~ 178 of the Company Law, the Articles of Association, and the relevant ~~national~~ laws and regulations, certain persons may not serve and concurrently serve as supervisors.

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COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

APPENDIX IV

No.	Original version		Revised version
5.	Article 16One person shall have one vote when voting on the resolution of the supervisory committee, by ways of open ballot and in writing etc.. The voting intent of a supervisor may be for, against or abstention. Each attending supervisor shall choose one out of the aforesaid intents. Where any supervisor does not make any intent or makes two or more intents, the chairman of the meeting shall require the said supervisor to re-choose, otherwise the said supervisor shall be deemed as having abstained from voting; any supervisor who has left the meeting midway without coming back and has not chosen any option shall be deemed as having abstained from voting. The resolution made by the supervisory committee shall be subject to the approval by more than two thirds of the members of the supervisory committee by voting.		Article 16One person shall have one vote when voting on the resolution of the supervisory committee~~, by ways of open ballot~~ ~~and in writing etc.~~ .Voting shall be by way of ballot or show of hands. The resolution made by the supervisory committee shall be subject to the approval by more than two thirds of the members of the supervisory committee by voting. The voting intent of a supervisor may be for, against or abstention. Each attending supervisor shall choose one out of the aforesaid intents. Where any supervisor does not make any intent or makes two or more intents, the chairman of the meeting shall require the said supervisor to re-choose, otherwise the said supervisor shall be deemed as having abstained from voting; any supervisor who has left the meeting midway without coming back and has not chosen any option shall be deemed as having abstained from voting. ~~The~~ ~~resolution made by the supervisory committee shall be subject~~ ~~to the approval by more than two thirds of the members of the~~ ~~supervisory committee by voting.~~
6.	Article 19These Rules shall be revised from time to time in line with the revisions to relevant laws, regulations, normative documents and the Articles of Association. In case of any conflict between the provisions of these Rules and the provisions of relevant laws, administrative regulations, normative documents and the Articles of Association, the relevant provisions of relevant laws, regulations, normative documents and the Articles of Association shall prevail.		Article 19These Rules shall be revised from time to time in line with the revisions to relevant laws,administrative regulations, normative documents and the Articles of Association. In case of any conflict between the provisions of these Rules and the provisions of relevant laws, administrative regulations, normative documents and the Articles of Association, the relevant provisions of relevant laws,administrative regulations, normative documents and the Articles of Association shall prevail.

Save for the above amendments, there are no substantive amendments to other provisions in the Rules of Procedure for the Supervisory Committee. The non-substantial amendments include adjustments to the numbering, ordering and punctuation of the Rules of Procedure for the Supervisory Committee, as well as changing the term “general meeting” to “shareholders’ meeting”, “more than half” to “majority” and other word modifications that do not affect the meaning of the articles. Since they do not involve substantial changes and the scope of the revision is relatively wide, they will not be listed item by item.

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NOTICE OF EGM

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(Formerly known as “LUOYANG GLASS COMPANY LIMITED 洛陽玻璃股份有限公司”) (a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 01108)

NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 second extraordinary general meeting of the Company (the “ EGM ”) of Triumph New Energy Company Limited (the “ Company ”) will be held at the conference room of the Company on 3rd Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the People’s Republic of China (the “ PRC ”) at 9:00 a.m. on Wednesday, 11 December 2024 for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 19 November 2024 (the “ Circular ”).

SPECIAL RESOLUTION

To consider and approve the proposed amendments to the Articles of Association.

ORDINARY RESOLUTIONS

To consider and approve the proposed amendments to the Rules of Procedure for General Meetings.
To consider and approve the proposed amendments to the Procedural Rules of the Board.
To consider and approve the proposed amendments to the Rules of Procedure for the Supervisory Committee.

– EGM-1 –

NOTICE OF EGM

And THAT any director and the company secretary of the Company be and are hereby authorised to do all such acts and things and to execute all such documents as they may in their absolute discretion deem fit and necessary in order to effect and implement the above resolutions.

(For details of the above resolutions, please refer to the Circular.)

By order of the Board Triumph New Energy Company Limited Xie Jun Chairman

Luoyang, the PRC 19 November 2024

As at the date of this notice, the Board comprises three executive Directors: Mr. Xie Jun, Mr. Zhang Rong and Mr. He Qingbo; three non-executive Directors: Mr. Zhang Chong, Mr. Sun Shizhong and Dr. Pan Jingong; and four independent non-executive Directors: Ms. Zhang Yajuan, Mr. Chen Qisuo, and Mr. Fan Baoqun and Ms. Yuan Jian.

– EGM-2 –

NOTICE OF EGM

Notes:

Holders of the Company’s H Shares, whose names appear on the register of members maintained by the Company’s H share registrar, Computershare Hong Kong Investor Services Limited on 11 December 2024, are entitled to attend and vote at the EGM. The register of members of the Company’s H Shares will be closed from 6 December 2024 to 11 December 2024 (both days inclusive), during which no transfer of H Shares will be effected in order to determine the list of holders of H Shares eligible to attend the EGM. Holders of the Company’s H Shares who wish to attend the EGM must lodge all share transfer forms accompanied by the relevant H share certificates with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by 4:30 p.m. on 5 December 2024.
Any Shareholder entitled to attend and vote at the EGM may appoint a proxy or proxies (who need not be a Shareholder) to attend and vote at the EGM on his/her behalf. If more than one proxies are appointed by a Shareholder, such proxies may only vote on a poll.
Shareholders may appoint a proxy in written form (i.e. through the enclosed proxy form). The proxy form shall be signed by the appointer or his/her attorney as authorised. If the proxy form is signed by a person under a power of attorney or authority on behalf of the appointer, the power of attorney or other authorisation documents must be notarised by a notary public. The proxy form together with such power of attorney or other authorisation documents as notarised by a notary public (if any) must be lodged at the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong or with the Company at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof.
Shareholders or their proxies shall produce their proofs of identity when attending the EGM. A proxy of a Shareholder who is appointed to attend the EGM shall produce the proxy form at the same time.
The EGM is expected to last for about 30 minutes. Shareholders and their proxies attending the EGM should be responsible for their own traveling and accommodation expenses.
The Company’s registered address is as follows:

No. 9 Tang Gong Zhong Lu, Xigong District Luoyang Municipal, Henan Province the People’s Republic of China Postal Code: 471009 Tel: 86–379–6390 8961 Fax: 86–379–6325 1984

Completion and return of the proxy form will not preclude Shareholders from subsequently attending and voting in person at the EGM or any adjournment thereof should they so wish.

– EGM-3 –

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Comparison Table of Amendments to the Articles of Association

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Comparison Table of Amendments to the Rules of Procedure for General Meetings

Comparison Table of Amendments to the Procedural Rules of the Board

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RoboSense Technology Co., Ltd — Proxy Solicitation & Information Statement 2024

50628_rns_2024-11-19_2f5658c6-cddc-43ce-8ac4-f13ed47db3cd.pdf

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURE

DEFINITIONS

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURE

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURE

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RECOMMENDATIONS

RESPONSIBILITY STATEMENT

Comparison Table of Amendments to the Articles of Association

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

Comparison Table of Amendments to the Rules of Procedure for General Meetings

Comparison Table of Amendments to the Procedural Rules of the Board

Comparison Table of Amendments to the Rules of Procedure for the Supervisory Committee

NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

ORDINARY RESOLUTIONS

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