RoboSense Technology Co., Ltd — Governance Information 2019

Apr 29, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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ANNOUNCEMENT ON PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The board of directors (the “ Board ”) of Luoyang Glass Company Limited (the “ Company* ”) hereby announces that, with a view to improving corporate governance, based on the actual circumstances of the Company and with reference to practices in the industry, on 29 April 2019 the resolution on the proposed amendments to certain articles of the Procedural Rules of the Board was considered and approved at the 4th meeting of the 9th session of the Board. The Amendments to the Procedural Rules of the Board are set out in the appendix to this announcement. According to the Articles of Association of the Company, the Procedural Rules of the Board and relevant laws and regulations, such amendments are subject to the consideration and approval of the general meeting of the Company. A circular detailing, among others, the amendments to the Procedural Rules of the Board and a notice of the general meeting shall be despatched to the shareholders of the Company in due course.

By order of the Board Luoyang Glass Company Limited* Zhang Chong Chairman

Luoyang, the PRC 29 April 2019

As at the date of this announcement, the Board comprises five executive directors: Mr. Zhang Chong, Mr. Xie Jun, Mr. Ma Yan, Mr. Wang Guoqiang and Mr. Zhang Rong; two non-executive directors: Mr. Ren Hongcan and Mr. Chen Yong; and four independent non-executive directors: Mr. Jin Zhanping, Mr. Ye Shuhua, Mr. He Baofeng and Ms. Zhang Yajuan.

• For identification purposes only

– 1 –

Appendix

The comparison table of the amendments to the Procedural Rules of the Board

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Article 1 In order to improve and regulate the transaction of business and decision- making procedures of the board of Directors of Luoyang Glass Company Limited (the “Company”), establish and improve the corporate governance structure, and ensure smooth running of its operation and management, the Company, based on its actual circumstances, has formulated these Rules in accordance with relevant national laws, regulations and the Articles of Association of Luoyang Glass Company Limited (the “Articles”).	Article 1 In order to regulate the transaction o f b u sin e ss a n d d e c isio n -ma ki n g procedures of the board of Directors of Luoyang Glass 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 Luoyang Glass Company Limited (the “Articles”) and other relevant requirements.
Article 2	Deleted
Article 3 As the Company’s decision-making body in respect of operation and management, the Board safeguards the interests of the Company and all the Shareholders. As authorized by the Articles and the general meetings, it is in charge of the decision- making of the Company in relation to development objectives and business activities of material importance.	Article 2 As the Company’s decision-making body in respect of operation and management, the Board safeguards the interests of the Company and all the Shareholders. It exercises such functions and powers as it is authorized by the Articles and the general meeting. It is accountable to the general meetings and reports its works at the general meetings.

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The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Article 4	Deleted
Article 5 The Board is subject to the supervision o f t h e s u p e r v i s o r y c o m m i t t e e o f t h e C o m p a n y . I t s h a l l r e s p e c t the recommendations of the staff representative meetings.	Article 3 The 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.
Chapter 2 Qualifications and Tenure of the Directors	Chapter 2 Composition of the Board
Article 6	Deleted
Article 8 Directors shall be elected at the general meetings and serve terms of three years unless their terms of office cease for other reasons. At the expiration of their terms, Directors may continue to serve as such if reelected. Directors are not necessarily shareholders of the Company or their representatives, any statutorily qualified person is eligible to be elected as a Director by the general meetings.	Article 5 Directors shall be elected at the general meetings and serve terms of three years. At the expiration of their terms, Directors may continue to serve as such if reelected, but independent non-executive Directors may not serve for more than six consecutive years.
Added	Article 6 The Board shall have one Chairman and one vice chairman, who shall be elected by all Directors with majority votes.
Article 9	Deleted

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The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Article 11	Deleted
Article 12 A Director may resign before the expiration of his/her term. In such case, a written resignation report shall be submitted to the Board.	Article 8 A Director may resign before the expiration of his/her term. In such case, a written resignation report shall be submitted to the Board. The resignation report shall take effect on the date of its receipt by the Board. Where the resignation of a Director results in the number of Directors falling below the quorum, the resignation report of such Director shall not take effect until the next Director takes his/her office. The remaining Directors shall convene an extraordinary general meeting as soon as practicably possible to elect a Director to fill the vacancy.
Article 13 to Article 16	Deleted
Added	Article 9 The Board may set up board committees based on the Company’s actual needs.
Article 18 The secretary’s office under the Board manages the day-to-day functioning of the Board. It is in charge of the implementation of the decisions of the Board and the daily affairs.	Article 11 A secretary’s office under the Board shall be established to handle the daily affairs of the Board.

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The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Chapter 3	Deleted
Chapter 4 Duties and Powers of the Board	Chapter 3 Duties and Powers of the Board
Article 22 The 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) t o d e c i d e o n t h e C o m p a n y ’ 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 i n c r e a s e o r d e c r e a s e o f t h e registered capital of the Company and issue of debentures of the Company; (7) to formulate proposals for merger, division and dissolution of the Company; (8) to exercise powers in respect of the funding and borrowing activities of the Company and to make decisions on granting security on, lease and transfer of the material assets of the Company;	Article 12 The 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; (7) to formulate proposals for merger, division and dissolution of the Company; (8) to determine the establishment of the Company’s internal management structure;

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The original article in the Procedural Rules of the Board

The amended article in the Procedural Rules of the Board

(9) to determine the establishment of the Company’s internal management structure; (10) to appoint or dismiss managers and, based on the nomination by the legal representative and the manager of the Company, to appoint or dismiss deputy managers and chief financial controllers of the Company and to determine their remunerations; (11) to review the work report of the manager; (12) to formulate the basic management system of the Company; (13) t o f o r m u l a t e p r o p o s a l s f o r amendment to the Articles; (14) to determine the remunerations, benefits and incentives for the staff members; (15) to determine the distribution plan of interim dividends; (16) to determine other matters of material importance that are not subject to general meetings as provided by the Articles; (17) Other powers and duties conferred by the 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 a majority of the Directors.

(9) to appoint or dismiss general managers of the Company and, based on the nomination by the general manager of the Company, to appoint or dismiss deputy managers 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 general manager; (12) to formulate the basic management system of the Company; (13) t o f o r m u l a t e p r o p o s a l s f o r amendment to the Articles; (14) t o n o m i n a t e c a n d i d a t e s f o r Directors; (15) Other powers and duties conferred b y t h e l a w s , a d m i n i s t r a t i v e 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 a majority of the Directors.

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The original article in the Procedural Rules of the Board

The amended article in the Procedural Rules of the Board

Article 23 The Chairman is the legal representative and chief executive officer of the Company and shall have the following powers and duties: (1) to preside over general meetings, to convene and preside over meetings of the Board, and to direct the daily affairs of the Board; (2) t o e x p e d i t e a n d e x a m i n e t h e implementation of the resolutions of the Board; (3) to exercise certain powers of the Board as authorized by the Board when it is in recess; (4) to sign the stocks, the bonds and other marketable securities issued by the Company; (5) t o s i g n t h e a p p o i n t m e n t a n d dismissal documents of the senior management such as managers, deputy managers, secretaries to the Board, chief financial officers based on the decision of the Board; (6) to nominate candidates for manager, secretary to the Board and chief financial officer;

Article 13 The 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 general managers 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;

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• The original article in the Procedural The amended article in the Procedural Rules of the Board Rules of the Board

• (7) to sign material documents of (7) to exercise special disposal powers the Board and other documents to handle corporate affairs in that should be signed by the legal compliance with legal requirements representative of the Company; and in the interests of the Company in case of an event of force majeure

• (8) to exercise the powers of the legal such as natural disasters, and representative and chief executive provide post-event reports to the officer; Board and the general meetings;

• (9) to exercise special disposal powers (8) other powers and duties conferred to handle corporate affairs in by the Board. 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;

• (10) other powers conferred by the Board.

Where the Chairman is unable to perform his/her duties, he/she may direct the vice chairman to perform his/her duties.

Added		Article 14
		Should 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.
Chapter	5	Deleted

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The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Chapter 6 C o n v e n i n g o f B o a r d M e e t i n g s a n d t h e N o t i f i c a t i o n procedures	Chapter 4 C o n v e n i n g o f B o a r d Meetings and the Notification thereof
Article 37 Regular meetings of the Board shall be convened at least four times a year and extraordinary meetings may be convened as required.	Article 15 The meetings of the Board are divided into regular meetings and extraordinary meetings. The regular meetings shall be convened at least four times a year and extraordinary meetings may be convened as required.
Article 38 Notice in writing of regular meetings of the Board of the Company shall be served on all of the Directors ten (10) days before the date of the meeting.	Article 16 Notice of regular meetings of the Board of the Companies shall be served on all of the Directors ten (10) days before the date of the meeting.
Article 39	Deleted
Article 41 In any of the following circumstances, t h e C h a i r m a n s h a l l c o n v e n e a n extraordinary meeting of the Board within ten (10) 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 more than one-half of the independent non-executive Directors; (4) as proposed by the supervisory committee; (5) as proposed by the manager; (6) any other circumstances where the Articles provided that a Board meeting should be convened.	Article 17 In 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 more than one-half of the independent non-executive Directors; (4) as proposed by the supervisory committee; (5) as proposed by the manager; (6) a s p r o p o s e d b y s h a r e h o l d e r s representing more than one-tenth of the voting rights;

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The original article in the Procedural The amended article in the Procedural Rules of the Board Rules of the Board Where the Chairman is unable to perform (7) as requested by the securities his/her duties, he/she may designate the regulatory authorities; vice chairman or another Director to convene extraordinary meetings of the (8) any other circumstances where Board. Should the Chairman, without the Articles provided that a Board a good cause, fails to perform his/her meeting should be convened. duties nor designate any specific person to act on his/her behalf, a Director jointly recommended by more than half of the Directors or the vice chairman shall convene the meeting.

Notice in writing (in the form of mail, fax, etc.) of the extraordinary meeting shall be served on all of the Directors within nine (9) days before the date of the meeting.

Notice in writing (in the form of mail, fax, etc.) of the extraordinary meeting shall be served on all of the Directors within nine (9) days before the date of the meeting.
Added	Article 18
	Proposal procedures for extraordinary
	meetings
	Where an extraordinary meeting of the
	Board is proposed as the preceding article
	stipulates, a written proposal signed 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.

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The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
	The content of the proposal shall be relevant to the matters within the functions and powers of the Board specified in the Articles. 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.
Added	Article 19 The 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.

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The original article in the Procedural Rules of the Board

The amended article in the Procedural Rules of the Board

Article 40 The Board shall notify all the Directors in advance within the prescribed time and shall provide the Directors with adequate information, including but not limited to background information set out in the notice of meeting according to the preceding article and other information or data that may help the Directors understand the business development of the Company. Where two or more independent non- executive Directors deem that the information is not sufficient or the evidence is not clear, they may jointly request the Board to postpone the meeting or postpone resolving on the related matter in writing. The Board should accede to the request and make a decision in ten (10) working days.

Article 20 The 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.

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The original article in the Procedural Rules of the Board

The amended article in the Procedural Rules of the Board

Added

Article 21 Notification 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.

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The original article in the Procedural Rules of the Board

The amended article in the Procedural Rules of the Board

Article 42 Meetings of the Board shall be convened and presided over by the Chairman. In the event that the Chairman is unable to perform his duties for special reasons, he shall direct the vice Chairman or a Director to perform such duties on his behalf.

Article 22 Meetings 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.

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The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Articles 44 and 45	Deleted
Added	Article 24 Restrictions on attendance by proxy Where an appointing Director and the proxy Director attend the meeting of the Board, the following principles shall be followed: (1) W h e n c o n s i d e r i n g c o n n e c t e d transactions, the unconnected Director(s) shall not authorise the connected Director(s) to attend the meeting, and the connected Director(s) shall not accept the appointment by an unconnected Director; (2) The independent Directors shall not authorise the non-independent Directors to attend the meeting, and the non-independent Directors shall not accept the appointment by the independent Directors; (3) The Directors shall not authorise other Directors to attend the meeting without giving their personal opinions and voting intentions on the proposed resolutions, and the relevant Directors shall not accept appointment with unclear authorisation; (4) A D i r e c t o r s h a l l n o t a c c e p t authorization from more than two Directors, and the Directors shall not authorize other Directors who have already been granted authorization by two other Directors.

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The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 25 T h e s e n i o r m a n a g e m e n t a n d t h e supervisors of the Company shall sit in on the meetings of the Board. The presider of the meeting may inform other relevant personnel to sit in on the meetings of the Board when considered necessary.
Chapter 7 P r o c e d u r e R u l e s a n d Voting Procedures for Board Meetings	Chapter 5 P r o c e d u r e R u l e s a n d Voting Procedures for Board Meetings
Article 46 The Board meetings shall be convened only with more than half of the Directors attending. Every Director is entitled to one vote. The resolutions made in the Board meetings shall be passed by more than half of all of the Directors. On the basis that Directors’ opinions can be expressed adequately, extraordinary meetings may also vote on a resolution by fax, in such case, the attending Directors shall sign on such resolution.	Article 26 The Board meetings shall be convened only with more than half of the Directors attending. Every Director is entitled to one vote. The resolutions made in the Board meetings shall be passed by more than half of all of the Directors. When there is equality of votes, the Chairman shall have the right to cast an extra vote.
Added	Article 27 The meeting of the Board may be held through video, telephone, fax, e-mail voting, etc. on the basis that Directors’ opinions can be expressed adequately, it may also be held onsite in combination with other means to pass resolutions. The Directors attending the meeting of the Board shall sign on such resolution.
Article 47 to Article 53	Deleted

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The original article in the Procedural Rules of the Board

The amended article in the Procedural Rules of the Board

Added

Article 28 The 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.

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The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 29 The 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 office 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.
Added	Article 30 After adequate discussion of each proposal, the presider shall submit it to voting by the attending Directors as and when appropriate. On a poll, each attendant shall cast one vote by open ballot and in writing. The voting intention of the Directors shall be divided into the following categories: affirmative, negative or abstaining from voting. The attending Directors shall choose any one of the aforesaid voting intentions. If any Director does not choose any intentions or simultaneously chooses two or more intentions, the presider of the meeting shall require such Director to make a new choice. If such Director refuses to do so, he/she shall be deemed as abstaining from voting. If any Director leaves the meeting venue midway without returning and thus does not make a choice, he/she shall be deemed as abstaining from voting.

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The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 31 Upon 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 t h e p o l l r e s u l t s o n s i t e ; i n o t h e r 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.
Added	Article 32 If different resolutions conflict with each other in contents and meanings, the resolutions formed later in time shall prevail.

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The original article in the Procedural Rules of the Board

The amended article in the Procedural Rules of the Board

Added

Article 33 Abstaining from voting In any of the following circumstances, the Directors shall abstain from voting on the relevant proposals: (1) W h e r e l a w s , r e g u l a t i o n s a n d 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 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.

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The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 34 Provisions on the proposals not passed In the event that a proposal is not approved, meetings of the Board shall not consider the proposal with the same content within one month in case there are no significant changes in the relevant conditions and factors.
Added	Article 35 Suspension 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 f o r t h e c o n d i t i o n s t o b e m e t f o r re-submitting the said proposal for deliberation.

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The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Chapter 8	Deleted
Chapter 9 Resolutions and Minutes of Board Meetings	Chapter 6 Resolutions and Minutes of Board Meetings
Article 56 Resolutions of the Board shall take effect upon signing by the participating Directors. Written records of the resolutions shall be kept by the secretary to the Board as archives of the Company for at least 10 years as far as the Company continues to exist.	Article 36 Resolutions of the Board shall take effect upon signing by the participating Directors.
Article 57 Minutes of the Board meetings shall be kept in writing and the Directors attending the meeting, the secretary to the Board and the officer responsible for taking the minutes shall sign on the minutes or resolutions. The Directors attending the meeting shall have the rights to request descriptive record in the minutes or resolutions of his/her speech in the meeting. Minutes of the Board meetings shall be kept by the secretary to the Board as archives of the Company for at least 10 years as far as the Company continues to exist.	Article 37 Minutes of the Board meetings shall be kept in writing and the Directors attending the meeting, the secretary to the Board and the officer responsible for taking the minutes shall sign on the minutes or resolutions as confirmation. Directors attending the meeting shall have the rights to request descriptive record in the minutes or resolutions of his/her speech in the meeting. In the event the Director has different opinions on the minutes or resolutions of the meeting, he/she may make written explanations at the time of signing. If necessary, he/she may report to the supervisory department in a timely manner or make a public statement. Where a Director does not confirm by signature as required, nor give written explanations on his/her different opinions, nor report to the supervisory department or make a public statement, the Director is deemed to have fully agreed with the contents of the minutes and resolutions of the meeting.

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The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 39 For meetings held onsite or through video, telephone, etc. the entire process may be recorded when deemed necessary.
Added	Article 40 Announcement of resolutions of the Board Resolutions made by the Board shall be announced by the secretary to the Board pursuant to relevant provisions in the Listing Rules of the Stock Exchanges. Before announcement of the resolutions, the attending Directors, other attendants, and the minutes taker and service staff shall fulfil the confidentiality obligation on the contents of the resolutions.
Added	Article 41 Execution of the resolutions The Chairman shall urge the relevant personnel to execute the resolutions of the Board, supervise such execution, and report at the meetings of the Board as to how the resolutions are executed.

– 23 –

The original article in the Procedural Rules of the Board

The amended article in the Procedural Rules of the Board

Added

Article 42 Maintenance of archives of the Board meetings Archives of the meetings of the Board including, meeting materials, powers of attorney for proxy Directors, meeting audio tape information, votes, meeting minutes, records of the resolutions, announcements of the resolutions, etc. shall be kept by the secretary to the Board. Archives of the meetings of the Board shall be kept for at least 10 years as far as the Company continues to exist.

– 24 –

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Chapter 10 Supplementary Provisions	Chapter 7 Supplementary Provisions
Article 60 Amendments to these Rules, as required by changes in actual circumstances, shall be proposed by the secretary office to the Board and shall be subject to the approval of the Board.	Article 44 These Rules and any amendments thereto are formulated by the Board and shall come into effect from the date of approval at a general meeting.
The numbering of other chapters and articles shall be adjusted accordingly.

(The Procedural Rules of the Board are prepared in Chinese, and the English translation is for reference only.)

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