Roiserv Lifestyle Services Co., Ltd. - Proxy Solicitation & Information Statement 2023

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 other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Roiserv Lifestyle Services Co., Ltd., you should at once hand this circular, together with the accompanying proxy form, to the purchaser or transferee or to the bank, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

Roiserv Lifestyle Services Co., Ltd. 榮萬家生活服務股份有限公司

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

(Stock code: 2146)

(1) PROPOSED CHANGE OF REGISTERED ADDRESS; (2) PROPOSED CHANGE OF BUSINESS SCOPE;

(3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (4) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS OF THE BOARD;

(5) PROPOSED RE-ELECTION AND APPOINTMENT OF SUPERVISORS OF THE SUPERVISORY COMMITTEE;

(6) NOTICE OF THE EXTRAORDINARY GENERAL MEETING; (7) NOTICE OF THE DOMESTIC SHAREHOLDERS’ CLASS MEETING; AND

(8) NOTICE OF THE H SHAREHOLDERS’ CLASS MEETING

Capitalised terms used on this cover shall have the same meanings as those defined in the section headed “Definitions” in this circular, unless the context requires otherwise.

A notice convening the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting to be held at 4:00 p.m., 4:30 p.m. on Wednesday, November 29, 2023 (or immediately following the end of the EGM or any adjournment thereof) and at 5:00 p.m. (or immediately following the end of the Domestic Shareholders’ Class Meeting or any adjournment thereof), respectively, at RiseSun Development Mansion, 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the PRC is set out on pages 96 to 102 of this circular, respectively. Proxy forms for use at the EGM, Domestic Shareholder’s Class Meeting and H Shareholders’ Class Meeting respectively are enclosed in this circular. Such proxy forms are also published on the websites of the Stock Exchange ( www.hkexnews.hk ) and the Company ( www.roiserv.com ).

Shareholders who intend to appoint a proxy to attend the EGM, Domestic Shareholders’ Class Meeting and/or H Shareholders’ Class Meeting shall complete and return the enclosed proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be), Domestic Shareholders’ Class Meeting or any adjournment thereof (as the case may be) and H Shareholders’ Class Meeting or any adjournment thereof (as the case may be) (i.e. before 4:00 p.m., 4:30 p.m. and 5:00 p.m. on Tuesday, November 28, 2023). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meeting thereof, Domestic Shareholders’ Class Meeting or any adjournment thereof (as the case may be) and H Shareholders’ Class Meeting or any adjournment thereof (as the case may be) if they so wish.

November 10, 2023

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Businesses to be considered at the EGM, Domestic Shareholders’ Class
	Meeting and H Shareholders’ Class Meeting . . . . . . . . . . . . . . . . . . . . .	5
3.	Matters of the EGM, Domestic Shareholders’ Class Meeting and H
	Shareholders’ Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
4.	EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class
	Meeting and proxy arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
5.	Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
6.	Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
8.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
APPENDIX I – PROPOSED AMENDMENTS TO THE ARTICLES OF
	ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
APPENDIX II – BIOGRAPHICAL DETAILS OF CANDIDATES FOR
	DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	86
APPENDIX III – BIOGRAPHICAL DETAILS OF CANDIDATES FOR
	SUPERVISORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	93
NOTICE	OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . .	96
NOTICE	OF THE DOMESTIC SHAREHOLDERS’ CLASS MEETING . . . . . . .	99
NOTICE	OF THE H SHAREHOLDERS’ CLASS MEETING. . . . . . . . . . . . . . . .	101

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DEFINITIONS

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

“Articles of Association”

the articles of association of the Company currently in force

“Board” the board of Directors
“China” or the “PRC” the People’s Republic of China
“Class Meetings”
Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting

“Company”

Roiserv Lifestyle Services Co., Ltd. (榮萬家生活服務股份有限公司), a joint stock company established in the PRC with limited liability and the H Shares of which are listed on the main board of the Stock Exchange (Stock Code: 2146)

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

“Domestic Share(s)”

the ordinary share(s) in the share capital of the Company issued by the Company in the PRC, with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB by PRC natural persons or entities consolidated under the relevant laws of the PRC

“Domestic Shareholder(s)”

the holder(s) of Domestic Share(s)

“Domestic Shareholders’ Class Meeting”

the domestic Shareholders’ class meeting of the Company to be held at 4:30 p.m. on Wednesday, November 29, 2023 at RiseSun Development Mansion, 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the PRC to consider and, if appropriate, to approve the resolution contained in the Notice of the Domestic Shareholders’ Class Meeting, which is set out on pages 99 to 100 of this circular, or any adjournment thereof

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DEFINITIONS

“EGM”

the extraordinary general meeting of the Company to be held at 4:00 p.m. on Wednesday, November 29, 2023 at RiseSun Development Mansion, 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the PRC to consider and, if appropriate, to approve the resolutions contained in the Notice of the EGM, which is set out on pages 96 to 98 of this circular, or any adjournment thereof

“Group” the Company and its subsidiaries
“H Share(s)”
the overseas listed foreign share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars and listed on the Main Board of the Stock Exchange
“H Shareholder(s)”
the holder(s) of H Share(s)
“H Shareholders’ Class Meeting”
the H Shareholders’ class meeting of the Company to be held at 5:00 p.m. on Wednesday, November 29, 2023 at RiseSun Development Mansion, 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the PRC to consider and, if appropriate, to approve the resolution contained in the Notice of the H Shareholders’ Class Meeting, which is set out on pages 101 to 102 of this circular, or any adjournment thereof
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Hong Kong Dollars”
Hong Kong dollars, the lawful currency of Hong Kong
“Latest Practicable Date”
November 3, 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“Nomination Committee”
the nomination committee of the Company
“Remuneration Committee”
the remuneration committee of the Company

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DEFINITIONS

“RMB” Renminbi, the lawful currency of the PRC “Share(s)” share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, comprising the Domestic Shares and the H Shares “Shareholders” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisor(s)” the supervisor(s) of the Company “Supervisory Committee” the supervisory committee “%” per cent

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LETTER FROM THE BOARD

Roiserv Lifestyle Services Co., Ltd. 榮萬家生活服務股份有限公司

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

(Stock code: 2146)

Executive Directors: Mr. Geng Jianfu (Chairman) Ms. Liu Hongxia Mr. Xiao Tianchi

Non-executive Director: Mr. Zhang Wenge

Independent non-executive Directors: Mr. Jin Wenhui Mr. Xu Shaohong Alex Mr. Tang Yishu

Headquarters in the PRC: 81 Xiangyun Road Economic and Technological Development Area Langfang, Hebei Province, PRC

Registered Office in the PRC: East Daxiang Line and North Heyuan Road (Within Xianghe Xiandai Water Industry Co., Ltd.* (香河現代水業有限公司)) Jiangxintun Town, Xianghe County Langfang, Hebei Province, PRC

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

* For identification purpose only

November 10, 2023

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED CHANGE OF REGISTERED ADDRESS; (2) PROPOSED CHANGE OF BUSINESS SCOPE; (3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (4) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS OF THE BOARD; (5) PROPOSED RE-ELECTION AND APPOINTMENT OF SUPERVISORS OF THE SUPERVISORY COMMITTEE; (6) NOTICE OF THE EXTRAORDINARY GENERAL MEETING; (7) NOTICE OF THE DOMESTIC SHAREHOLDERS’ CLASS MEETING; AND

(8) NOTICE OF THE H SHAREHOLDERS’ CLASS MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with detailed information for the matter to be considered at the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting as may reasonably be required to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting.

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LETTER FROM THE BOARD

2. BUSINESSES TO BE CONSIDERED AT THE EGM, DOMESTIC SHAREHOLDERS’ CLASS MEETING AND H SHAREHOLDERS’ CLASS MEETING

2.1 Businesses to be considered at the EGM

The businesses to be considered at the EGM are described in more details in the section headed “Notice of EGM” of this circular. At the EGM, ordinary resolutions will be proposed to approve the followings:

(1) To consider and approve the resolutions on election of Directors of the second session of the Board of the Company;
(1.01) To consider and approve the election of Mr. Zhang Wenge as a nonexecutive Director, and to authorize the Board to fix his remuneration;
(1.02) To consider and approve the election of Mr. Geng Jianfu as an executive Director, and to authorize the Board to fix his remuneration;
(1.03) To consider and approve the election of Ms. Liu Hongxia as an executive Director, and to authorize the Board to fix her remuneration;
(1.04) To consider and approve the election of Mr. Xiao Tianchi as an executive Director, and to authorize the Board to fix his remuneration;
(1.05) To consider and approve the election of Mr. Jin Wenhui as an independent non-executive Director, and to authorize the Board to fix his remuneration;
(1.06) To consider and approve the election of Mr. Xu Shaohong Alex as an independent non-executive Director, and to authorize the Board to fix his remuneration;
(1.07) To consider and approve the election of Mr. Tang Yishu as an independent non-executive Director, and to authorize the Board to fix his remuneration;
(2) To consider and approve the resolutions on election of Supervisors of the second session of the Supervisory Committee of the Company;
(2.01) To consider and approve the election of Mr. Jing Zhonghua as a shareholder representative Supervisor, and to authorize the Supervisory Committee to fix his remuneration;
(2.02) To consider and approve the election of Mr. Yang Xi as an external Supervisor, and to authorize the Supervisory Committee to fix his remuneration;
(2.03) To consider and approve the election of Mr. Zhang Yuanpeng as an external Supervisor, and to authorize the Supervisory Committee to fix his remuneration;

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LETTER FROM THE BOARD

At the EGM, special resolutions will be proposed to approve the followings:

(3) To consider and approve the change of registered address and the relevant amendments to Article 3 of the Articles of Association and to authorise the Directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters;
(4) To consider and approve the change of business scope and the relevant amendments to Article 11 of the Articles of Association and to authorise the Directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters;
(5) To consider and approve the proposed amendments to the Articles of Association of the Company (the “ Proposed Amendments ”) as set out in the circular of the Company dated November 10, 2023 and to authorize the Directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters, and to make further amendments, if necessary, as required by the relevant governmental and/or regulatory authorities as a result of the Proposed Amendments.

2.2 Businesses to be considered at the Domestic Shareholders’ Class Meeting

The businesses to be considered at the Domestic Shareholders’ Class Meeting are described in more details in the section headed “Notice of the Domestic Shareholders’ Class Meeting” of this circular. At the Domestic Shareholders’ Class Meeting, a special resolution will be proposed to approve the followings:

(1) To consider and approve the Proposed Amendments as set out in the circular of the Company dated November 10, 2023 and to authorize the Directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters, and to make further amendments, if necessary, as required by the relevant governmental and/or regulatory authorities as a result of the Proposed Amendments.

2.3 Businesses to be considered at the H Shareholders’ Class Meeting

The businesses to be considered at the H Shareholders’ Class Meeting are described in more details in the section headed “Notice of the H Shareholders’ Class Meeting” of this circular. At the H Shareholders’ Class Meeting, a special resolution will be proposed to approve the followings:

(1) To consider and approve the Proposed Amendments as set out in the circular of the Company dated November 10, 2023 and to authorize the Directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters, and to make further amendments, if necessary, as required by the relevant governmental and/or regulatory authorities as a result of the Proposed Amendments.

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LETTER FROM THE BOARD

3. MATTERS OF THE EGM, DOMESTIC SHAREHOLDERS’ CLASS MEETING AND H SHAREHOLDERS’ CLASS MEETING

3.1 Matters of the EGM

Ordinary Resolutions

3.1.1 To consider and approve the resolution on election of Directors of the second session of the Board of the Company

In accordance with the relevant laws and regulations and the Articles of Association, the term of office of the Directors will be three years and they are eligible for re-election subject to the approval of the Shareholders in general meeting upon expiry of their terms of office. The first session of the Board will expire on December 17, 2023. The Company has completed the nomination of director candidates for the second session of the Board. The Board has resolved to nominate Mr. Zhang Wenge as a non-executive Director candidate, Mr. Geng Jianfu, Ms. Liu Hongxia and Mr. Xiao Tianchi as executive Director candidates of the second session of the Board, and Mr. Jin Wenhui, Mr. Xu Shaohong Alex and Mr. Tang Yishu as independent non-executive Director candidates of the second session of the Board (collectively referred to as the “ Director Candidates ”). The biographical details of the Director Candidates for the second session of the Board are set out in Appendix II to this circular.

The above list of Director Candidates will be proposed at the EGM for consideration and approval by the Shareholders. Pursuant to the Articles of Association, the term of office of the second session of the Board is three years and the term of office of each of the Director Candidates will be effective from the date of approval by the Shareholders at the EGM until the date of expiry of the term of office of the second session of the Board.

All the existing members of the first session of the Board will continue to remain in office before the appointment of the members of the second session of the Board.

The Company will enter into a service agreement or appointment letter with each of the Director Candidates after the resolutions for the re-election and appointment of the Directors of second session of the Board have been approved by the Shareholders at the EGM.

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LETTER FROM THE BOARD

The specific proposals relating to the remuneration of Directors of the second session of the Board of the Company during their term of office are set out below:

(1) Non-executive Director: Mr. Zhang Wenge, who is a non-executive Director, does not receive remuneration from the Company.
(2) Executive Directors: Mr. Geng Jianfu will not receive remuneration as an executive Director but is entitled to a remuneration of RMB1,800,000 (before tax) per annum as the chairman to the Board with bonus or allowance based on performance appraisal results, which is recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities and contribution to the Company, the Company’s remuneration policy and the prevailing market conditions. Ms. Liu Hongxia will not receive remuneration as an executive Director but is entitled to receive remuneration of RMB1,500,000 (before tax) per annum as the general manager of the Company with bonus or allowance based on performance appraisal results, which is recommended by the remuneration committee of the Company and determined by the Board with reference to her duties and responsibilities and contribution to the Company, the Company’s remuneration policy and the prevailing market conditions. Mr. Xiao Tianchi will not receive remuneration as an executive Director but is entitled to a remuneration of RMB568,000 (before tax) per annum as the secretary to the Board with bonus or allowance based on performance appraisal results, which is recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities and contribution to the Company, the Company’s remuneration policy and the prevailing market conditions.
(3) Independent non-executive Directors: the annual remuneration of each of Mr. Jin Wenhui, Mr. Xu Shaohong Alex and Mr. Tang Yishu, all of whom are independent non-executive Directors is RMB150,000 (before tax), and the Company will withhold and pay for their individual income tax.

The aforesaid proposed re-election and appointment are in accordance with the Company’s procedures for nomination of directors, which are proposed by the Nomination Committee of the Company based on the needs of the Company and submitted to the Board for consideration after the Nomination Committee has reviewed the relevant qualifications of the Director Candidates, and will be submitted by the Board to the EGM for final approval. The review procedures of the Director Candidates include: (1) collecting or requesting the relevant departments of the Company to collect information on the candidates’ occupation, education, title, detailed working experience and part-time work and make a summary of written materials; (2) convening a meeting of the Nomination Committee to review whether the candidates’ qualifications meet the requirements for appointment as a Director of the Company, to comment in the form of a proposal and to recommend for appointment; and (3) making other relevant working arrangements in accordance with the decision or feedback of the Board. Each of Mr. Jin Wenhui, Mr. Xu Shaohong Alex and Mr. Tang Yishu has confirmed that he meets the independence guidelines set out in Rule 3.13 of the Listing Rules. The Nomination Committee

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LETTER FROM THE BOARD

has assessed and reviewed the independence confirmation letters of each of Mr. Jin Wenhui, Mr. Xu Shaohong Alex and Mr. Tang Yishu in accordance with the independence criteria set out in Rule 3.13 of the Listing Rules and is satisfied that each of them remains independent under Rule 3.13 of the Listing Rules. In addition, in considering the candidates for the independent non-executive Directors for the second session of the Board, the Nomination Committee and the Board have taken into account the independence confirmation of each of Mr. Jin Wenhui, Mr. Xu Shaohong Alex and Mr. Tang Yishu, and their skills, background, knowledge and experience, which are different in terms of education, background, professional experience and practice, which enable them to provide valuable and relevant insights and contribute to the diversity of the Board.

3.1.2 To consider and approve the resolution on election of Supervisors of the second session of the Supervisory Committee of the Company

In accordance with the relevant laws and regulations and the Articles of Association, the term of office of the Supervisors is three years, and upon expiry of the term of office, the Supervisors will be eligible for re-election subject to the approval of the Shareholders in a general meeting. The first session of the Supervisory Committee will expire on December 17, 2023. The Company has completed the nomination of candidates for the second session of the Supervisory Committee. The Supervisory Committee has resolved to nominate Mr. Jing Zhonghua as a candidate for shareholder representative Supervisor, Mr. Yang Xi and Mr. Zhang Yuanpeng as candidates for external Supervisor (collectively, the “ Supervisor Candidates ”) of the second session of the Supervisory Committee. The biographical details of the list of Supervisor Candidates for the second session of the Supervisory Committee are set out in Appendix III to this circular.

At the employee representative meeting held on November 10, 2023, the Company re-elected Ms. Dong Hui and Ms. Wu Xiying as employee representative Supervisors of the second session of the Supervisory Committee. Their term of office shall be consistent with that of the second session of the Supervisory Committee.

The above list of Supervisor Candidates will be proposed at the Company’s EGM for consideration and approval by the Shareholders. Pursuant to the Articles of Association of the Company, the term of office of the second session of the Supervisory Committee shall be three years, and the term of office of each Supervisor Candidate shall commence on the date of approval by the Shareholders at the EGM and shall end on the date of expiry of the term of office of the second session of the Supervisory Committee. All the existing members of the first session of the Supervisory Committee will continue to remain in office before the appointment of the members of the second session of the Supervisory Committee.

The Company will enter into the service agreements with each of the Supervisor Candidates after the resolutions for the re-election and appointment of the Supervisors of the Supervisory Committee have been approved by the Shareholders at the EGM. The Supervisory Committee will determine the remuneration of the Supervisors with reference to the relevant regulations of the Company after being authorised at the EGM.

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LETTER FROM THE BOARD

The specific proposals relating to the remuneration of Supervisors of the second session of the Supervisory Committee of the Company during their term of office are set out below:

(1) Shareholder representative Supervisor and external Supervisor: Mr. Jing Zhonghua, a Shareholder representative Supervisor, will not receive any remuneration from the Company; Mr. Yang Xi, an external Supervisor, is entitled to receive a supervisor fee of RMB60,000 per annum (before tax), which will be determined with reference to his duties and responsibilities with the Company, the remuneration policies of the Company and the prevailing market conditions; and Mr. Zhang Yuanpeng, an external Supervisor, is entitled to receive a supervisor fee of RMB60,000 per annum (before tax).
(2) Employee representative Supervisors: the remuneration of the employee representative supervisors is made in accordance with the relevant remuneration management measures of the Company.

Special Resolutions

3.1.3 To consider and approve the change of registered address and the relevant amendments to Article 3 of the Articles of Association and to authorise the Directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters.

Reference is made to the announcement dated November 10, 2023 of the Company in relation to the proposed change of registered address.

According to the actual needs of the Company’s business development, the Board has resolved to change its registered address from “East Daxiang Line and North Heyuan Road (within Xianghe Xiandai Water Industry Co., Ltd.* (香河現代水業有限公司)), Jiangxintun Town, Xianghe County, Langfang, Hebei Province” to “No. 9 Office Building, Pingan Street, South Xia’an Highway, Xianghe County Development Zone, Langfang, Hebei Province”.

The proposed change of registered address shall be effected upon the passing of a special resolution by the Shareholders at the EGM to approve the proposed change of registered address and subject to the approval of, and registration or filing with, the relevant competent authorities in the PRC.

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LETTER FROM THE BOARD

3.1.4 To consider and approve the change of business scope and the relevant amendments to Article 11 of the Articles of Association and to authorise the Directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters.

Reference is made to the announcement dated November 10, 2023 of the Company in relation to the proposed change of business scope.

In order to enrich the development direction of the Group, meet the requirements of laws, regulations and regulatory agencies, and based on the actual situation of the Company’s business operations, the Board has resolved to make the following changes to the Company’s business scope: Original Business Scope: family services, property services, engineering consulting services; design, installation, repair of security engineering; house leasing; car parks operation; sales of daily necessities, food, washing products, office equipment, agricultural produce; food and beverage services; engineering drainage and construction services, pipes engineering construction, installing, removing and construction of engineering fences, paid heat supply services; sales of water and electricity; production of signboards; photo-copying of large pictures; spray painting of advertisement; design of advertisement; installation, repair and maintenance of elevator; swimming and fitness services; property information consultation; education information consultation; landscape gardening engineering construction, municipal engineering construction, gardening maintenance, landscape design; decoration and renovation engineering construction, wholesale, retail, and installation of sporting goods and equipment. (for the item subject to approval according to the laws, it could only carry out business activities upon approval of relevant competent department).

Amended Business Scope: general items: housekeeping services; property management; residents’ daily life services; project management services; housing leasing; non-residential real estate leasing; parking lot services; daily necessities sales; food sales (only pre-packaged food); wholesale of kitchenware, sanitary ware and daily necessities; sales of office supplies; heat production and supply; office services; advertising design and agency; fitness and leisure activities; property service evaluation; educational consulting services (excluding educational training activities requiring license approval); landscaping project construction; wholesale of sporting goods and equipment; retail of sporting goods and equipment; conference and exhibition services; municipal facilities management; urban and rural city appearance management; urban park management; urban greening management; labor services (excluding labor dispatch); unit logistics management services; hotel management; park management services; IoT application services; hospital management; security equipment sales; general equipment repair; out-of-kindergarten child care services; elderly care services; business agency services; information system integration services; information technology consulting services; electric vehicle charging infrastructure operations; information system operation and maintenance services; data processing services; wind power technology services; emerging energy technology research and development; takeaway delivery services; real estate brokerage; production, sale, processing, transportation, storage and other related services of agricultural products; operation of sports venues and facilities (excluding

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LETTER FROM THE BOARD

high-risk sports). (except for items that require approval in accordance with the law, business activities are carried out independently with business licenses in accordance with the law) licensed items: intelligent building system design; catering services; construction of engineering projects; printing of packaging and decoration printed matter; installation, modification and repair of special equipment; inspection and testing of special equipment; high-risk sports (swimming); construction engineering design; residential interior decoration; municipal solid waste operating services; electrical installation services; power supply business. (for items that require approval by laws, they may only be commenced after obtaining approval from the relevant authorities and the specific business items shall be subject to approval documents or permits from the relevant authorities).

The proposed change of business scope shall be effected upon the passing of a special resolution by the Shareholders at the EGM to approve the proposed change of business scope and subject to the approval of, and registration or filing with, the relevant competent authorities in the PRC.

3.1.5 To consider and approve the Proposed Amendments as set out in the circular of the Company dated November 10, 2023 and to authorize the Directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters, and to make further amendments, if necessary, as required by the relevant governmental and/or regulatory authorities as a result of the Proposed Amendments.

Reference is made to the announcement of the Company dated November 10, 2023 in relation to the Proposed Amendments.

In view of the changes in the PRC regulations, the Stock Exchange issued a consultation paper, Amendments to the Listing Rules and Other Provisions in relation to the PRC issuers based on New Mainland China Regulations (the “ Consultation Paper ”) on February 24, 2023, which set out corresponding amendments to the Listing Rules. On July 21, 2023, the Stock Exchange announced the conclusions of the Consultation Paper in relation to the amendments to the Listing Rules (effective on August 1, 2023). In particular, the Stock Exchange mainly made corresponding amendments to the following rules: (a) deleting class meetings and related requirements related to share issuance and repurchase by the PRC issuers; (b) abolishing the requirements for the PRC issuers to include mandatory clauses and other incidental provisions in their articles of association; (c) amending the relevant sections of the Listing Rules to reflect the filing system of the China Securities Regulatory Commission; (d) deleting the arbitration clauses involving disputes between H Shareholders as stipulated in the mandatory clauses; and (e) amending other provisions in the Listing Rules to solve the problems arising from treating domestic shares and H shares as different classes, the Board therefore proposes to amend certain of provisions of the Articles of Association. The amendments to the Articles of Association also include the change of registered address and the change of business scope of the Company.

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LETTER FROM THE BOARD

Details of the Proposed Amendments are set out in Appendix I to this circular. The existing Articles of Association will remain in force until the passing of the relevant special resolutions at the EGM, Domestic Shareholder’s Class Meeting and H Shareholders’ Class Meeting.

Save for the Proposed Amendments as set out in Appendix I, the contents of the other provisions of the Articles of Association remain unchanged.

3.2 Matters of the Domestic Shareholders’ Class Meeting

Special Resolution

3.2.1 To consider and approve the Proposed Amendments as set out in the circular of the Company dated November 10, 2023 and to authorize the Directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters, and to make further amendments, if necessary, as required by the relevant governmental and/or regulatory authorities as a result of the Proposed Amendments.

Reference is made to the announcement of the Company dated November 10, 2023 in relation to the Proposed Amendments.

In view of the changes in the PRC regulations, the Stock Exchange issued a Consultation Paper on February 24, 2023, which set out corresponding amendments to the Listing Rules. On July 21, 2023, the Stock Exchange announced the conclusions of the Consultation Paper in relation to the amendments to the Listing Rules (effective on August 1, 2023). In particular, the Stock Exchange mainly made corresponding amendments to the following rules: (a) deleting class meetings and related requirements related to share issuance and repurchase by the PRC issuers; (b) abolishing the requirements for the PRC issuers to include mandatory clauses and other incidental provisions in their articles of association; (c) amending the relevant sections of the Listing Rules to reflect the filing system of the China Securities Regulatory Commission; (d) deleting the arbitration clauses involving disputes between H Shareholders as stipulated in the mandatory clauses; and (e) amending other provisions in the Listing Rules to solve the problems arising from treating domestic shares and H shares as different classes, the Board therefore proposes to amend certain of provisions of the Articles of Association. The amendments to the Articles of Association also include the change of registered address and the change of business scope of the Company.

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LETTER FROM THE BOARD

Save for the Proposed Amendments as set out in Appendix I, the contents of the other provisions of the Articles of Association remain unchanged.

The Articles of Association have been prepared in Chinese and there is no official English version and any English translation is for reference only. In the event of any discrepancy between the two, the Chinese version shall prevail.

3.3 Matters of the H Shareholders’ Class Meeting

Special Resolution

3.3.1 To consider and approve the Proposed Amendments as set out in the circular of the Company dated November 10, 2023 and to authorize the Directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters, and to make further amendments, if necessary, as required by the relevant governmental and/or regulatory authorities as a result of the Proposed Amendments.

Reference is made to the announcement of the Company dated November 10, 2023 in relation to the Proposed Amendments.

Save for the Proposed Amendments as set out in Appendix I, the contents of the other provisions of the Articles of Association remain unchanged.

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LETTER FROM THE BOARD

4. EGM, DOMESTIC SHAREHOLDERS’ CLASS MEETING AND H SHAREHOLDERS’ CLASS MEETING AND PROXY ARRANGEMENTS

The EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting will be held at 4:00 p.m., 4:30 p.m. (or immediately following the end of the EGM or any adjourned meeting thereof) and 5:00 p.m. on Wednesday, November 29, 2023 (or immediately following the end of Domestic Shareholders’ Class Meeting or any adjourned meeting thereof), respectively, at RiseSun Development Mansion, 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the PRC. The notices convening the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting containing the resolutions to be proposed at the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting are set out on pages 96 to 102 of this circular. Proxy forms for use at the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting are also enclosed in this circular.

If Shareholders intend to appoint a proxy to attend the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting, Shareholders are required to complete the proxy form in accordance with the instructions printed thereon and return it by personal delivery or by post not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be), Domestic Shareholders’ Class Meeting or any adjournment thereof (as the case may be) and H Shareholders’ Class Meeting or any adjournment thereof (as the case may be) (i.e. before 4:00 p.m., 4:30 p.m. and 5:00 p.m. on Tuesday, November 28, 2023). For H Shareholders, the proxy form should be returned to the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. For Domestic Shareholders, the proxy form should be returned to the Company’s headquarters in the PRC at 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the PRC. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meeting thereof (as the case may be), Domestic Shareholders’ Class Meeting or any adjourned meeting thereof (as the case may be) and H Shareholders’ Class Meeting or any adjourned meeting thereof (as the case may be) if they so wish.

5. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting. The Company will announce the result of the poll of the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

6. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement to attend and vote at the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting, the register of members of the Company will be closed from Friday, November 24, 2023 to Wednesday, November 29, 2023 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the EGM, unregistered holders of H shares of the Company shall lodge all share transfer documents accompanied by the relevant share certificates with the Company’s H shares registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Thursday, November 23, 2023.

7. RECOMMENDATION

The Board considers that all the resolutions proposed at the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of these resolutions to be proposed at the EGM, Domestic Shareholders’ Class Meeting and H Shareholders’ Class Meeting.

8. 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 purposes 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.

By order of the Board Roiserv Lifestyle Services Co., Ltd. Geng Jianfu

Chairman and Executive Director

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles of Association of Roiserv Lifestyle Services Co., Ltd.

Reprinted in [ ● ] June 2023

(The Articles of Association were prepared in Chinese. The English translation is not an official version and is for your reference only. In case of any inconsistencies and discrepancies between

the Chinese and the English versions, the Chinese version shall prevail.)

(Inclusive of alterations approved by the shareholders’ general meeting up to [●] ~~30 June~~ 2023)

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Chapter 1 Chapter 2 Chapter 3 Chapter 4 Chapter 5 Chapter 6 Chapter 7 Chapter 8 Chapter 9 Chapter 10 Chapter 11 Chapter 12 Chapter 13 Chapter 14 Chapter 15 Chapter 16 Chapter 17 Chapter 18 Chapter 19 Chapter 20 Chapter 21 ~~Chapter 1~~ ~~Chapter 2~~ ~~Chapter 3~~ ~~Chapter 4~~ ~~Chapter 5~~ ~~Chapter 6~~ ~~Chapter 7~~ ~~Chapter 8~~ ~~Chapter 9~~ ~~Chapter 10~~ ~~Chapter 11~~ ~~Chapter 12~~ ~~Chapter 13~~ ~~Chapter 14~~ ~~Chapter 15~~ ~~Chapter 16~~ ~~Chapter 17~~ ~~Chapter 18~~ ~~Chapter 19~~ ~~Chapter 20~~ ~~Chapter 21~~ ~~Chapter 22~~ ~~Chapter 23~~	General Provisions [●] Business Objectives and Scope of the Company [●] Shares and Registered Capital [●] Increase, Decrease and Repurchase of Shares [●] Share Certificates and Register of Members [●] Rights and Obligations of Shareholders [●] General Meeting [●] The Board [●] Secretary to the Board [●] General Manager and Other Senior Management Members [●] Supervisory Committee [●] Qualifications and Duties of the Directors, Supervisors and Senior Management Members of the Company [●] Financial and Accounting Systems [●] Distribution of Profits [●] Engagement of Accounting Firms [●] Merger and Division of the Company [●] Dissolution and Liquidation of the Company [●] Amendment to the Articles of Association [●] Notice and Public Announcement [●] Establishment of the Party Organization [●] Supplementary Provisions [●] ~~General Provisions~~ ~~3~~ ~~Business Objectives and Scope of the Company~~ ~~4~~ ~~Shares and Registered Capital~~ ~~5~~ ~~Increase, Decrease and Repurchase of Shares~~ ~~7~~ ~~Financial Assistance to Acquire Shares of the Company~~ ~~10~~ ~~Share Certificates and Register of Members~~ ~~12~~ ~~Rights and Obligations of Shareholders~~ ~~17~~ ~~General Meeting~~ ~~20~~ ~~Special Voting Procedures for Shareholders of Different Classes~~ ~~29~~ ~~The Board~~s ~~32~~ ~~Secretary to the Board~~ ~~36~~ ~~General Manager and Other Senior Management Members~~ ~~37~~ ~~Supervisory Committee~~ ~~38~~ ~~Qualifications and Duties of the Directors, Supervisors and Senior~~ ~~Management Members of the Company~~ ~~40~~ ~~Financial and Accounting Systems~~ ~~47~~ ~~Distribution of Profits~~ ~~48~~ ~~Engagement of Accounting Firms~~ ~~50~~ ~~Merger and Division of the Company~~ ~~53~~ ~~Dissolution and Liquidation of the Company~~ ~~54~~ ~~Amendment to the Articles of Association~~ ~~56~~ ~~Notice and Public Announcement~~ ~~57~~ ~~Settlement of Disputes~~ ~~58~~ ~~Supplementary Provisions~~ ~~59~~
	~~peca ong roceures or areoers o eren ~~ ~~The Board~~s ~~Secretary to the Board~~ ~~General Manager and Other Senior Management Members~~ ~~Supervisory Committee~~ ~~lifitidDtifthDitSid~~
	~~Quacaons an ues o e recors, upervsors an ~~ ~~Management Members of the Company~~ ~~Financial and Accounting Systems~~ ~~Distribution of Profits~~ ~~Engagement of Accounting Firms~~ ~~Merger and Division of the Company~~ ~~Dissolution and Liquidation of the Company~~ ~~Amendment to the Articles of Association~~ ~~Notice and Public Announcement~~ ~~Settlement of Disputes~~ ~~Supplementary Provisions~~

Chapter 1
Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 7
Chapter 8
Chapter 9
Chapter 10
Chapter 11
Chapter 12
Chapter 13
Chapter 14
Chapter 15
Chapter 16
Chapter 17
Chapter 18
Chapter 19
Chapter 20
Chapter 21
~~Chapter 1~~
~~Chapter 2~~
~~Chapter 3~~
~~Chapter 4~~
~~Chapter 5~~
~~Chapter 6~~
~~Chapter 7~~
~~Chapter 8~~
~~Chapter 9~~
~~Chapter 10~~
~~Chapter 11~~
~~Chapter 12~~
~~Chapter 13~~
~~Chapter 14~~
~~Chapter 15~~
~~Chapter 16~~
~~Chapter 17~~
~~Chapter 18~~
~~Chapter 19~~
~~Chapter 20~~
~~Chapter 21~~
~~Chapter 22~~
~~Chapter 23~~

General Provisions
[●]
Business Objectives and Scope of the Company
[●]
Shares and Registered Capital
[●]
Increase, Decrease and Repurchase of Shares
[●]
Share Certificates and Register of Members
[●]
Rights and Obligations of Shareholders
[●]
General Meeting
[●]
The Board
[●]
Secretary to the Board
[●]
General Manager and Other Senior Management Members
[●]
Supervisory Committee
[●]
Qualifications and Duties of the Directors, Supervisors and
Senior Management Members of the Company
[●]
Financial and Accounting Systems
[●]
Distribution of Profits
[●]
Engagement of Accounting Firms
[●]
Merger and Division of the Company
[●]
Dissolution and Liquidation of the Company
[●]
Amendment to the Articles of Association
[●]
Notice and Public Announcement
[●]
Establishment of the Party Organization
[●]
Supplementary Provisions
[●]
~~General Provisions~~
~~3~~
~~Business Objectives and Scope of the Company~~
~~4~~
~~Shares and Registered Capital~~
~~5~~
~~Increase, Decrease and Repurchase of Shares~~
~~7~~
~~Financial Assistance to Acquire Shares of the Company~~
~~10~~
~~Share Certificates and Register of Members~~
~~12~~
~~Rights and Obligations of Shareholders~~
~~17~~
~~General Meeting~~
~~20~~
~~Special Voting Procedures for Shareholders of Different Classes~~
~~29~~
~~The Board~~s
~~32~~
~~Secretary to the Board~~
~~36~~
~~General Manager and Other Senior Management Members~~
~~37~~
~~Supervisory Committee~~
~~38~~
~~Qualifications and Duties of the Directors, Supervisors and Senior~~
~~Management Members of the Company~~
~~40~~
~~Financial and Accounting Systems~~
~~47~~
~~Distribution of Profits~~
~~48~~
~~Engagement of Accounting Firms~~
~~50~~
~~Merger and Division of the Company~~
~~53~~
~~Dissolution and Liquidation of the Company~~
~~54~~
~~Amendment to the Articles of Association~~
~~56~~
~~Notice and Public Announcement~~
~~57~~
~~Settlement of Disputes~~
~~58~~
~~Supplementary Provisions~~
~~59~~

~~peca ong roceures or areoers o eren ~~
~~The Board~~s
~~Secretary to the Board~~
~~General Manager and Other Senior Management Members~~
~~Supervisory Committee~~
~~lifitidDtifthDitSid~~

~~Quacaons an ues o e recors, upervsors an ~~
~~Management Members of the Company~~
~~Financial and Accounting Systems~~
~~Distribution of Profits~~
~~Engagement of Accounting Firms~~
~~Merger and Division of the Company~~
~~Dissolution and Liquidation of the Company~~
~~Amendment to the Articles of Association~~
~~Notice and Public Announcement~~
~~Settlement of Disputes~~
~~Supplementary Provisions~~

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles of Association of Roiserv Lifestyle Services Co., Ltd.

Chapter 1 General Provisions

Article 1 Roiserv Lifestyle Services Co., Ltd. (the “Company”) is a joint stock company established with limited liability according to the Company Law of the People’s Republic of China (the “Company Law”) ~~and Special Provisions of the State Council on Overseas Offering and Listing of Shares by Joint Stock Limited Companies (the “Special Regulations”)~~ and other relevant laws and administrative regulations of the PRC. The Company was established upon registration in Langfang Administration Bureau for Industry and Commerce on November 2, 2000 and was entirely converted into a joint stock company with limited liability by way of promotion on April 6, 2020, with its joint stock company business license obtained on April 23, 2020.

The unified social credit code of the Company: 91131001601143496M.

The promoters of the Company are RiseSun Real Estate Development Co., Ltd. (榮盛房地產發展股份有限公司) and Hebei Zhonghong Kaisheng Investment Co., Ltd. (河北中鴻凱盛投資股份有限公司).

Article 2 Registered name of the Company:

Chinese full name: 榮萬家生活服務股份有限公司

English full name: Roiserv Lifestyle Services Co., Ltd.

Article 3 Domicile of the Company: ~~East Daxiang Line and North Heyuan Road (Within Xianghe Xiandai Water Industry Co., Ltd. (香河現代水業有限公司)) Jiangxintun Town, Xianghe County, Langfang, Hebei Province~~ Office Building No. 9, Pingan Street, South Xia’an Highway, Xianghe County Development Zone, Langfang, Hebei Province*

Article 4 The legal representative of the Company shall be the chairman of the Company.

Article 5 The Company is a joint stock company with limited liability with perpetual existence. The Company is an independent legal entity. The Company shall be liable for its debts to the extent of all its assets, while the shareholder of the Company shall be liable to the Company to the extent of the shares they have subscribed for.

Article 6 The Articles of Association shall be the code of conduct of the Company, and shall become effective on the date when ~~which~~ are passed by way of a special resolution at the general meeting of the Company ~~and shall become effective on the date when the overseas listed shares of the Company are permitted by relevant competent departments and regulators of China to be listed and traded on The Stock Exchange of Hong Kong Limited (the “Hong~~

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

~~Kong Stock Exchange”)~~ . From the effective date, the Articles of Association shall become a legally binding document regulating the organization and activities of the Company, as well as the rights and obligations between the Company and its shareholders, and among the shareholders.

Article 7 The Articles of Association are binding on the Company and its shareholders, directors, supervisors and senior management members, all of whom have the rights to make claims on any matters of the Company pursuant to the Articles of Association.

Shareholders may take legal action against the Company pursuant to the Articles of Association; the Company may take legal action against any shareholder pursuant to the Articles of Association; shareholders may take legal action against another shareholder pursuant to the Articles of Association; shareholders may take legal action against the directors, supervisors and senior management members of the Company pursuant to the Articles of Association.

The legal action as referred to in the preceding paragraph includes applications to competent courts or arbitration tribunals.

Article 8 The Company may invest in other ~~limited liability companies, joint stock limited companies or other entities~~ enterprises. ~~,~~ However, the Company shall not bear several and joint liabilities for the debts of the companies invested, except as otherwise specified by laws ~~and the liabilities of the Company to an investee entity shall be limited to the amount of its capital contribution to such investee entities~~ .

Article 9 The senior management member(s) referred to in the Articles of Association means the general manager, the deputy general manager, person in charge of financial matters, secretary to the Board and other senior management members designated by the Board.

Chapter 2 Business Objectives and Scope of the Company

Article 10 The business objectives of the Company are: Roiserv is committed to providing property owners with a new and desirable, warm and healthy, fruitful and highly-efficient way of living by creating blissful, convenient and sophisticated living space that give them peace of mind through a wide range of quality home-living services and products with high quality while establishing a win-win eco-system for home-living and life so that the life of the property owners would be better thanks to us.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 11 The scope of business of the Company: general items: housekeeping services; property management; residents’ daily life services; project management services; housing leasing; non-residential real estate leasing; parking lot services; daily necessities sales; food sales (only pre-packaged food); wholesale of kitchenware, sanitary ware and daily necessities; sales of office supplies; heat production and supply; office services; advertising design and agency; fitness and leisure activities; property service evaluation; educational consulting services (excluding educational training activities requiring license approval); landscaping project construction; wholesale of sporting goods and equipment; retail of sporting goods and equipment; conference and exhibition services; municipal facilities management; urban and rural city appearance management; urban park management; urban greening management; labor services (excluding labor dispatch); unit logistics management services; hotel management; park management services; IOT application services; hospital management; security equipment sales; general equipment repair; out-of-kindergarten child care services; elderly care services; business agency services; information system integration services; information technology consulting services; electric vehicle charging infrastructure operations; information system operation and maintenance services; data processing services; wind power technology services; emerging energy technology research and development; takeaway delivery services; real estate brokerage; production, sale, processing, transportation, storage and other related services of agricultural products; operation of sports venues and facilities (excluding high-risk sports). (except for items that require approval in accordance with the law, business activities are carried out independently with business licenses in accordance with the law) licensed items: intelligent building system design; catering services; construction of engineering projects; printing of packaging and decoration printed matter; installation, modification and repair of special equipment; inspection and testing of special equipment; high-risk sports (swimming); construction engineering design; residential interior decoration; municipal solid waste operating services; electrical installation services; power supply business. (for items that require approval by laws, they may only be commenced after obtaining approval from the relevant authorities and the specific business items shall be subject to approval documents or permits from the relevant authorities) ~~family services, property services, engineering consulting services; design, installation, repair of security engineering; house leasing; car parks operation; sales of daily necessities, food, washing products, office supplies, agricultural products; food and beverage services; engineering drainage and construction services, pipes engineering construction, installing, removing and construction of engineering fences, paid heat supply services; sales of water and electricity; production of signboards; photo-copying of large pictures; spray painting of advertisement; design of advertisement; installation, repair and maintenance of elevator; swimming and fitness services; property information consultation; education information consultation; landscape gardening engineering construction, municipal engineering construction, gardening maintenance, landscape design; decoration and renovation engineering construction, wholesale, retail, and installation of sporting goods and equipment. Convention and exhibition services; municipal facilities management; urban and rural amenities management; urban park management; urban greening management; labor services (excluding labor dispatch); unit logistics management services; hotel management; park management services; internet of things application services; hospital~~

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

~~management; security equipment sales; general equipment repair; kindergarten out-of-home custodial services; elderly care services; business agent agency services; information system integration services; information technology consulting services; electric vehicle charging infrastructure operation; information system operation and maintenance services; data processing services; wind power generation technology services; research and development of emerging energy technologies; takeaway and delivery services. (in addition to the items subject to approval by law, with business license to independently carry out business activities) permitted items: urban domestic waste business services; electrical installation services;~~

~~building intelligent system design. (items subject to approval in accordance with the law, can only commence business activities after approval by the relevant departments, the specific business items shall be subject to the approval of the relevant departmental approval documents or permits) family services, property services, engineering consulting services; safety and security engineering design, installation, maintenance; housing rental; parking lot management; sales: daily-use department stores, food, laundry supplies, office supplies,~~

~~agricultural products; catering services; engineering drainage construction services, plumbing construction, engineering fencing construction, fee-based heat supply services; water sales, electricity sales; signage production; large-format copying; advertising spray painting; advertising design; elevator installation, repair, maintenance; swimming fitness services; property information consulting; education information consulting; gardening and landscaping construction, municipal engineering construction, greening and maintenance, landscape~~

~~design; decorative decoration construction, sports goods and equipment wholesale, retail and installation; wholesale, retail and installation of sports goods and equipment. (for the item subject to approval according to the laws, it could only carry out business activities upon approval of relevant competent department)~~ .

The business scope in the preceding paragraph shall be subject to the review of the company registration authority.

Chapter 3 Shares and Registered Capital

~~Article 12 The Company creates ordinary shares at any time. The Company may create other classes of shares according to its needs, upon approval by the approval department authorized by the State Council.~~

~~Article 13~~ Article 12 The shares of the Company shall be presented by share certificates. All the shares issued by the Company shall have a par value, which shall be RMB1 for each share.

~~Article 14~~ Article 13 The shares of the Company shall be issued in accordance with the principles of equitability and fairness. Each share of the same class shall carry the equal rights. Shares of the same class and in the same issue shall be issued on the same conditions and at the same price. Any entity or individual shall pay the same price for each of the shares it/he/she subscribes for.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The domestic unlisted shares and overseas listed shares issued by the Company shall have the equal rights to any distribution in the form of dividend or otherwise. If a person who directly or indirectly owns the rights and interests of the shares fails to disclose his/her rights and interests to the Company to exercise any rights, the Company shall not freeze or in any way damage any rights or interests attached to his/her shares solely because of this.

~~Article 15~~ Article 14 ~~Subject to the approval of the securities authority of the State Council, t~~ The Company may issue shares to domestic investors and foreign investors according to the laws. If the Company issues securities in the same overseas market, it must file with China Securities Regulatory Commission (the “CSRC”) in accordance with regulations.

“Foreign investors” as referred to in the preceding paragraph mean those investors who subscribe for the shares of the Company and are located in foreign countries and in the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan. “Domestic investors” mean those investors who subscribe for the shares of the Company and are located within the territory of the People’s Republic of China excluding the regions mentioned above.

~~Article 16~~ Article 15 Shares subscribed in RMB issued by the Company to domestic investors shall be referred to as domestic shares/domestic unlisted shares. Shares subscribed in foreign currency issued by the Company to foreign investors shall be called foreign shares. Foreign shares which are listed overseas shall be called overseas listed foreign shares.

Both the holders of domestic unlisted shares and holders of foreign shares shall be holders of ordinary shares, and shall enjoy and bear the equal rights and obligations. ~~Subject to the approvals of the securities regulatory authority of the State Council and the overseas securities regulatory authorities, domestic unlisted shares which are able to be listed and traded on the overseas exchange shall be of the same class as the overseas listed foreign shares, collectively known as the overseas listed shares.~~

~~Article 17 After the Company’s plan for the offering of domestic unlisted shares and overseas listed shares has been approved by the securities regulatory authority of the State Council, the Board of the Company may arrange for implementation of such plan by means of separate offerings. The Company’s plans for the offerings of overseas listed shares and domestic unlisted shares may be implemented separately within 15 months from the date of approval by the securities regulatory authority of the State Council.~~

~~Article 18 If the Company offers overseas listed shares and domestic unlisted shares separately within the total number of shares specified in the offering plan, each offering shall be fully subscribed for in one time. If special circumstances make it impossible for each offering to be fully subscribed for in one time, the shares may be offered in separate offerings, subject to the approval of the securities regulatory authority of the State Council.~~

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

~~Article 19~~ Article 16 The overseas listed shares listed in Hong Kong Stock Exchange issued by the Company are referred to as H shares. The par value of H shares is listed in RMB, subscribed for and traded in Hong Kong dollars.

~~Article 20~~ Article 17 The Company issued a total of 258.267 million ordinary shares, which were subscribed for and held by the Company’s promoters upon the entire conversion into a joint stock company with limited liability, among the which:

RiseSun Real Estate Development Co., Ltd. subscribed and held 235.527 million shares, accounting for 91.20% of the total number of ordinary shares issued of the Company upon the entire conversion;

Hebei Zhonghong Kaisheng Investment Co., Ltd. subscribed and held 22.74 million shares, accounting for 8.80% of the total number of ordinary shares issued of the Company upon the entire conversion.

~~Article 21~~ Article 18 Prior to the initial public offering of overseas listed shares, the total number of shares of the Company was 282 million shares while the share capital structure of the Company consists of 282 million ordinary shares, among which 235.527 million shares were held by RiseSun Real Estate Development Co., Ltd.; 22.74 million shares were held by Hebei Zhonghong Kaisheng Investment Co., Ltd. and 23.733 million shares were held by Xianghe Shengyide Commercial Consulting Center (Limited Partner).

Upon the completion of the initial public offering of overseas listed shares, the share capital structure of the Company includes 376 million ordinary shares, among which, 235.527 million shares are held by RiseSun Real Estate Development Co., Ltd.; 22.74 million shares are held by Hebei Zhonghong Kaisheng Investment Co., Ltd., 23.733 million shares are held Xianghe Shengyide Commercial Consulting Center (Limited Partner) and 94 million shares are held by H-share Shareholders.

~~Article 22~~ Article 19 The registered capital of the Company is RMB376 million.

~~Article 23~~ Article 20 ~~Unless otherwise provided in national laws, administrative regulations, relevant rules of the securities regulatory authority of the place where the shares of the Company are listed, s~~ Shares in the Company may be transferred freely according to laws ~~and shall be clear of any lien. The transfer of shares of the Company shall be registered with the share registrar appointed by the Company.~~

Article 21 The Company or its subsidiaries (including its affiliates) shall not give any financial assistance, in the form of gift, advance, guarantee, compensation or loan, to any person who purchases or proposes to purchase shares of the Company.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Chapter 4 Increase, Decrease and Repurchase of Shares

~~Article 24~~ Article 22 Based on its business and development needs, the Company may increase its registered capital in accordance with relevant laws, rules and the listing rules of the stock exchange where the shares of the Company are listed and subject to relevant requirements of the Article of Association, by any of the following methods:

(I) public offering of issuing shares to general public ;

(II) private issuance of shares;
(III) allotment ~~placement~~ of new shares to existing shareholders;
(IV) ~~allotment of new shares to existing shareholders;~~
~~(V)~~ conversion of capital reserve to share capital;
(V ~~VI~~ ) other means permitted by laws and administrative regulations ~~and approved by relevant regulatory authorities~~ .

~~If the Company is to increase its capital by an issuance of new shares, it shall do so by the procedure provided for in relevant laws, administrative regulations, the listing rules of the stock exchange where the shares of the Company are listed after such an increase has been approved in accordance with the Articles of Association.~~

~~Article 25~~ Article 23 In accordance with the Articles of Association, the Company may reduce its registered capital. If the Company reduces its registered capital, it shall do so by the procedures provided for in relevant laws, regulations and the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.

~~Article 26~~ Article 24 If the Company is to reduce its registered capital, it must prepare a balance sheet and a list of its property.

The Company shall notify its creditors within 10 days from the date of adoption of the resolution to reduce its registered capital and publish a public announcement of the resolution in newspapers within 30 days and post the same on its website and the website of the relevant stock exchange in accordance with the requirements of the place where the Company’s shares are listed. Creditors shall, within 30 days of receiving written notice, or within 45 days of the date of the public announcement for those who have not received written notice, be entitled to require the Company to pay its debts in full or to provide a corresponding security for repayment.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

~~Article 27~~ Article 25 The Company shall not buy back its shares, except in one of the following circumstances: ~~The Company may, in the following circumstances, repurchase its own outstanding shares by the procedures provided for in laws, administrative regulations, departmental rules, the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association:~~

(I) to reduce the registered capital of the Company;
(II) to merge with other companies that hold shares in the Company;
(III) to use the shares for employee shareholding schemes or as share incentives;
(IV) to acquire the shares of shareholders (upon their request) who vote against to any resolution adopted at general meetings on the merger or division of the Company;
(V) to use the shares to satisfy the conversion of those corporate bonds convertible into shares issued by the Company;
(VI) to safeguard corporate value and shareholders’ equity as the Company deems necessary;
(VII) other circumstances permitted by laws, administrative regulations and approved by regulatory authorities.

~~Article 28~~ The Company shall, in the event of repurchase of the Company’s shares due to reasons stated in items (I) and (II) of Article 2 5 ~~7~~ of this Articles of Association, be subject to the resolution on the general meeting; the Company may, in the circumstances of repurchase of the Company’s shares due to reasons set out in items (III), (V) or (VI) of Article 2 5 ~~7~~ of this Articles of Association, comply with the requirements of this Articles of Association or authorization by the general meeting, be subject to the resolution by more than two-third of the directors present in the Board meeting. If the Company purchases its shares in accordance with the circumstances stated in item (I) of Article 2 5 ~~7~~ , the shares shall be cancelled within 10 days from the date of acquisition; or transferred or cancelled within six months in case of items (II) and (IV); or in case of items (III), (V) and (VI) of Article 2 5 ~~7~~ , the total number of shares held by the Company shall not exceed ten percent of its total issued shares in case of items (III), (V) and (VI) of Article 2 5 ~~7~~ and such shares shall be transferred or cancelled within three years. If the Company repurchases its shares for the reasons set out in items (III), (V) or (VI) of Article 2 5 ~~7~~ , the repurchase shall be conducted through public and centralized trading.

Where the Company cancels its shares as a result of share repurchases, it shall within the period required by laws and administrative regulations to make an application to its original registration authority to modify the registration on its registered capital. The amount of the Company’s registered capital shall be reduced by the aggregate par value of those shares cancelled.

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~~Article 29~~ Article 26 The Company may repurchase shares of the Company by any of the following methods due to reasons set out in items (I), (II), (IV) or (VII) of ~~Article 27~~ Article 25 having been approved by the competent authority:

(I) issuance to all of the shareholders of a repurchase offer on the same proportion basis;
(II) repurchase through open transactions on a stock exchange;
(III) repurchase by agreements outside a stock exchange;
(IV) other means as permitted by laws, administrative regulations and the listing rules of the stock exchange where the shares of the Company are listed and approved by relevant competent authorities.

~~Article 30~~ Article 27 If the Company is to repurchase shares by agreements outside a stock exchange, prior approval shall be obtained at general meeting in accordance with the Articles of Association. Upon prior approval by the general meeting obtained in the same manner, the Company may terminate or vary a contract concluded in the manner set forth above or waive any of its rights under such contract. For the purposes of the preceding paragraph, “contracts for the repurchase of shares” shall include but not be limited to agreements whereby repurchase obligations are undertaken and repurchase rights are acquired.

The Company may not transfer a contract for the repurchase of its own shares or any of its rights thereunder.

~~Article 31~~ Article 28 The Company shall not accept its shares being held as security under a pledge.

~~Article 32 Unless the Company has already entered the liquidation stage, it must comply with the following provisions in repurchasing its outstanding shares:~~

~~(I) if the Company repurchases shares at their par value, the amount thereof shall be deducted from the book balance of distributable profit of the Company and from the proceeds of the new shares offer made to repurchase the old shares;~~
~~(II) if the Company repurchases shares at a price higher than their par value, the portion corresponding to their par value shall be deducted from the book balance of distributable profit of the Company and from the proceeds of the new shares offer made to repurchase the old shares; and the portion in excess of the par value shall be handled according to the following methods:~~

~~1. if the shares being repurchased were issued at their par value, the amount shall be deducted from the book balance of distributable profit of the Company;~~

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~~if the shares being repurchased were issued at a price higher than their par value, the amount shall be deducted from the book balance of distributable profit of the Company and the proceeds of the new share offer made to repurchase the old shares, provided that the amount paid out of the proceeds of the new share offer shall not exceed the aggregate of the premiums received on the issue of the old shares repurchased nor shall it exceed the amount in the Company’s premium account (or capital reserve account) (including the premiums from the new share offer) at the time of the repurchase;~~
~~(III) the Company shall make payments for the following applications out of the Company’s distributable profits:~~
~~acquisition of the right to repurchase its own shares;~~
~~modification of any contract for the repurchase of its shares;~~
~~release from any of its obligations under a repurchase contract.~~
~~(IV) after the Company’s registered capital has been reduced by the aggregate par value of the cancelled shares in accordance with relevant regulations, the amount deducted from the distributable profit for payment of the par value of the repurchased shares shall be credited to the Company’s premium account (or capital reserve account).~~
~~(V) With respect to redeemable shares which the Issuer has the right to repurchase,~~
~~if the repurchase is to be made in a manner other than through the market or by tender, the repurchase price must be limited to a maximum price; and~~
~~if the repurchase is to be made by tender, tenders shall be available to all shareholders alike.~~

Chapter 5 Financial Assistance to Acquire Shares of the Company

~~Article 33 Neither the Company nor its subsidiaries shall at any time provide any financial assistance in any form to buyers or prospective buyers of shares of the Company. Buyers of shares of the Company as referred to above shall include persons that directly or indirectly assume obligations as a result of acquiring shares of the Company.~~

~~Neither the Company nor its subsidiaries shall at any time provide any financial assistance in any form to the above obligors in order to reduce or release them from their obligations. The provisions of this Article shall not apply to the circumstances described in Article 35 of this Article of Association.~~

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~~Article 34 For the purposes of this Chapter, the term “financial assistance” shall include but not be limited to financial assistance in the forms set forth below:~~

~~(I) gift;~~
~~(II) security (including the assumption of liability or the provision of property by the guarantor to secure the performance of obligations by the obligor), indemnity (not including, however, indemnity arising from the Company’s own fault), release or waiver of any rights;~~
~~(III) provision of a loan or conclusion of a contract under which the obligations of the Company are to be fulfilled before the fulfillment of obligations of the other party to the contract, or a change in the parties to, or the assignment of rights under, such loan or contract;~~
~~(IV) any other form of financial assistance given by the Company when the Company is insolvent or has no net asset or when its net assets would thereby be reduced significantly.~~

~~The expression “assuming obligations” referred to in this Chapter includes the assuming~~

~~of obligations by the changing of the obligor’s financial position by way of a contract or the making of an arrangement (whether enforceable or not, and whether made on its own account or with any other persons), or by any other means.~~

~~Article 35 The acts listed below shall not be regarded as acts prohibited under Article 33 of this Article of Association:~~

~~(I) the provision of financial assistance by the Company where the financial assistance is provided in good faith in the interests of the Company and the principal purpose of which is not for the acquisition of shares in the Company, or where the provision of financial assistance is an incidental part of certain overall plan of the Company;~~
~~(II) the lawful distribution of the Company’s properties by way of dividends;~~
~~(III) the allotment of bonus shares as dividends;~~
~~(IV) a reduction of registered capital, buyback of shares or adjustment of the shareholding structure effected in accordance with the Articles of Association;~~
~~(V) the provision by the Company of a loan within its scope of operation 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 net assets are thereby reduced, the financial assistance is provided out of its distributable profit);~~

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~~(VI) the monetary contribution by the Company to the employee share option schemes (provided that the net assets of the Company are not thereby reduced or that, to the extent that the net assets are thereby reduced, the financial assistance is provided out of its distributable profit).~~

Chapter 5 6 Share Certificates and Register of Members

~~Article 36~~ Article 29 The share certificates of the Company shall be in registered form.

Besides the items provided in the Company Law, the share certificates of the Company shall also contain other items required to be specified by the stock exchange where the shares of the Company are listed.

~~During the period when the overseas listed shares are listed on the stock exchange where the shares of the Company are listed, the Company shall at any time ensure that all of the listing documents and the share certificates of the overseas listed shares contain the following statements, and shall instruct and procure the shares registrars not to register any subscription, purchase or transfer of share in the name of any individual holder unless and until he/she submits such properly executed forms in respect of these shares to the share registrars which shall include the following statements:~~

~~(I) the buyer of the shares agrees with the Company and each shareholder of the Company, and the Company agrees with each shareholder, to observe and comply with the Company Law, other relevant laws, administrative regulations, Special Provisions and the Articles of Association;~~
~~(II) the buyer of the shares agrees with the Company, each shareholder, director, supervisor, and senior management members of the Company and the Company acting for itself and for each director, supervisor, and senior management members agrees with each shareholder to refer disputes and claims of rights arising from any rights or obligations conferred by the Articles of Association or the Company Law or other relevant laws and administrative regulations concerning the affairs of the Company to arbitration in accordance with the Articles of Association, and any reference to arbitration shall be deemed to authorize the arbitration tribunal to conduct hearing in open session and to publish its award; such arbitration shall be final and conclusive;~~
~~(III) the buyer of the shares agrees with the Company and each of its shareholders that the shares of the Company can be transferred freely by its holders;~~
~~(IV) the buyer of the shares authorizes the Company to conclude the contract on his/her behalf with each director and senior management members, and such director and senior management members shall undertake to observe and fulfill their duties for shareholders as specified in the Articles of Association.~~

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~~Article 37~~ Article 30 The shares of the Company may be transferred, given as a gift, inherited and pledged in accordance with relevant laws, administrative regulations, and the Articles of Association.

~~Article 38 Share certificates shall be signed by the Chairman. Where the signatures of other senior management members of the Company are required by the stock exchange where the shares of the Company are listed, other relevant senior management members shall also sign on the share certificates. The share certificates shall become effective after being affixed~~

~~or imprinted with the corporate seal. The share certificates shall only be affixed or imprinted with the corporate seal under the authorization of the Board. The signatures of the Chairman or other relevant senior management members of the Company on the share certificates may also be in printed form.~~

~~Where the issuance and trading of the shares of the Company are in non-paper form, relevant provisions enacted separately by the securities regulatory authorities, stock exchange where the shares of the Company are listed shall be applicable.~~

~~Article 39~~ Article 31 The Company shall establish a register of members stating the following particulars in accordance with the certificates provided by the relevant securities registrars :

(I) the name (title), address (domicile) ~~, occupation or nature~~ of each shareholder;
(II) the class and number of shares held by each shareholder;
~~(III) the amount paid or payable for the shares held by each shareholder;~~

(III ~~IV~~ ) the serial number of the share held by each shareholder;

(IV ~~V~~ ) the date on which each shareholder is registered as a shareholder ~~;~~ .
~~(VI) the date on which each shareholder ceases to be a shareholder.~~

The register of members is a sufficient evidence to prove that the shares of the Company are held by shareholders unless there is evidence to the contrary.

~~Article 40 The Company may keep overseas the original register of members of overseas listed shares and entrust the administration thereof to an overseas agent in accordance with the understanding and agreement reached between the securities regulatory authority of the State Council and the overseas securities regulatory authorities. The original register of members of overseas listed shares listed in Hong Kong Stock Exchange shall be kept in Hong Kong and open for inspection by shareholders.~~

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

~~Where the original and copies of the register of members of overseas listed shares are inconsistent, the original shall prevail.~~

~~Article 41 The Company shall keep a complete register of members. The register of members shall include the following parts:~~

~~(I) the register(s) of shareholders kept at the Company’s domicile other than those specified in items (II) and (III) of this Article;~~
~~(II) the register(s) of holders of overseas listed shares kept in the place(s) of the overseas stock exchange(s) where such shares are listed;~~
~~(III) the register(s) of shareholders kept in other places as the Board may decide and consider necessary for listing purposes.~~

~~Article 42 The various parts of the register of members shall not overlap with each another. The transfer of shares registered in a certain part of the register of members shall not, during the continuance of the registration of such shares, be registered in any other part of the register of members.~~

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

~~Article 43~~ Article 32 All transfers of overseas listed shares shall be effective with a written instrument of transfer in general or ordinary format or such other format (including the standard transfer form or registration form required by the stock exchange where the shares of the Company are listed from time to time) as acceptable to the Board. The written instrument of transfer may be signed by hand, or be affixed with a corporate seal if the transferor or transferee is a company. If the transferor or transferee of the Company’s shares is a recognized clearing house as defined by laws of Hong Kong or an agent thereof, the signature on the written instrument of transfer may be signed in mechanically-printed form. All instruments of transfer must be kept at the legal address of the Company or other place as may be designated by the Board from time to time.

The Board may refuse to recognize any instrument of transfer without giving any reason unless such transfer is carried out in compliance with the following conditions:

(I) ~~payment of HK$2.5 per instrument of transfer or the higher charge as agreed at such time by the Hong Kong Stock Exchange has been made to the Company for the purpose of~~ registering the instrument of transfer and other documents relating to or

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

which may affect the title to the shares ~~;~~ at the local share registrar appointed by the Company and where any fee is charged for such registration, such fee shall not exceed the maximum fee prescribed under the Hong Kong Listing Rules from time to time;

(II) the instrument of transfer only involves overseas listed shares listed in Hong Kong;
(III) the stamp duty payable on the instrument of transfer as required by laws of Hong Kong has been paid;
(IV) relevant share certificates and evidence that the transferor has the right to transfer such shares as reasonably required by the Board have been provided;
(V) if the shares are to be transferred to joint holders, the number of registered joint holders may not exceed four; and
(VI) the relevant shares are not encumbered by any company lien.

~~Article 44~~ Article 33 The shares of the Company held by the promoters shall not be transferred within one year from the date of establishment of the Company.

The directors, supervisors and senior management members of the Company shall report to the Company the shares of the Company held and the changes in their shareholdings. During his/her term of service, he/she should not transfer more than 25% of the total number of shares of Company held each year. Any of them should not transfer the shares of the Company held within half a year upon departure from the Company.

~~Article 45 Subject to the approval of the securities regulatory authority of the State Council, holders of domestic shares/domestic unlisted shares of the Company may transfer all or part of their shares to foreign investors and have the shares listed and traded overseas upon approval of the overseas stock exchange. All or part of the domestic shares/domestic unlisted shares may be converted into overseas listed shares which may be listed or traded on the overseas stock exchange. The listing and trading of the above shares on the overseas stock exchange shall also comply with the regulatory procedures, regulations and requirements of the overseas securities market. The conversion and/or assignment as well as the listing and trading on any overseas stock exchange of the above shares do not require the voting at the general meeting or the meeting of any class of shares. The domestic shares/domestic unlisted shares, upon conversion into overseas listed shares, shall belong to the same class of shares as the original overseas listed shares.~~

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

~~Article 46~~ Article 34 The Company is permitted to close its register of members on terms equivalent to section 632 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). Where a period of book closure prior to the convening of general meetings or the record date for the determination of the Company’s dividend distribution is provided for under laws, administrative regulations, departmental rules, normative documents and by relevant stock exchanges or regulatory authorities of the places where the shares of the Company are listed, such provision shall prevail.

~~Article 47~~ Article 35 When the Company convenes a general meeting, distributes dividends, enters into liquidation and engages in other activities that require determination of shareholdings, the Board or convenor of a general meeting shall determine a specific date as equity determination date, registered shareholders at the end of which shall be the shareholders of the Company.

~~Article 48 Any person who objects to the register of members and requests to have his/her name included in or removed from the register of members may apply to the court having jurisdiction for rectification of the register of members.~~

~~Article 49 Any shareholder who is registered in, or any person who requests to have his/her name (title) entered into, the register of members may apply to the Company for issuance of a replacement share certificate in respect of such shares (the “relevant shares”) if his/her share certificate (the “original share certificate”) is lost.~~

~~Applications for the replacement of share certificates from holders of domestic shares/domestic unlisted shares who have lost the share certificates or have had the same stolen or damaged, shall be handled in accordance with relevant provisions of the Company Law.~~

~~Applications for the replacement of share certificates from holders of overseas listed shares who have lost the same may be handled in accordance with the laws, stock exchange rules or other relevant regulations of the place where the original of the register of members of overseas listed shares is kept.~~

~~Where a holder of overseas listed shares who has lost his/her share certificate applies for replacement thereof, such replacement shall comply with the following requirements:~~

~~(I) the applicant shall submit the application in the standard form designated by the Company accompanied by a notarial certificate or statutory declaration; the notarial certificate or statutory declaration shall include the applicant’s reason for the application, the circumstances and evidence of the loss of the share certificate and a declaration that no other person may request registration as a holder in respect of the relevant shares.~~
~~(II) the Company shall not have received any declaration requesting registration as a holder in respect of the shares from any person other than the applicant before it decides to issue a replacement share certificate.~~

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

~~(III) if the Company decides to issue a replacement share certificate to the applicant, it shall publish a public announcement of its intention to do so in the newspapers or periodicals designated by the Board; the period of the public announcement shall be 90 days, during which its publication shall be repeated at least once every 30 days; the newspapers or periodicals designated by the Board shall be the newspapers or periodicals recognized by the stock exchange of where the shares of the Company are listed.~~
~~(IV) before publishing the public announcement of its intention to issue a replacement share certificate, the Company shall submit a copy of the announcement to be published to the stock exchange where the shares of the Company are listed and may proceed with publication after having received a reply from the stock exchange confirming that the announcement has been displayed in the stock exchange where the shares of the Company are listed; the announcement shall be displayed in the stock exchange where the shares of the Company are listed for a period of 90 days. If the application for issuance of a replacement share certificate was made without the consent of the registered holder of the relevant shares, the Company shall mail to such shareholder a photocopy of the public announcement that it intends to publish.~~
~~(V) if, at the expiration of the 90-day periods provided for in items (III) and (IV) hereof, the Company has not received any objection to the issuance of a replacement share certificate from any person, it may issue a replacement share certificate in accordance with the application of the applicant.~~
~~(VI) when the Company issues a replacement share certificate under this Article, it shall immediately cancel the original share certificate and record such cancellation and the issuance of the replacement share certificate in the register of members.~~
~~(VII) all expenses incurred by the Company for the cancellation of the original share certificate and the issuance of a replacement share certificate shall be borne by the applicant. The Company shall be entitled to refuse to take any action until the applicant has provided reasonable security.~~

~~Article 50 After the Company has issued a replacement share certificate in accordance with the Article of Association, it may not delete from the register of members the name of a bona fide buyer of the replacement share certificate mentioned above or of a shareholder that is subsequently registered as the owner of the shares (provided that he/she is a bona fide buyer).~~

~~Article 51 The Company shall not be liable for damages in respect of any damage suffered by any person from the cancellation of the original share certificate or the issuance of the replacement share certificate, unless the claimant can prove fraud on the part of the Company.~~

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Chapter 6 7 Rights and Obligations of Shareholders

~~Article 52~~ Article 36 A shareholder of the Company is a person who lawfully holds shares of the Company and whose name (title) is recorded in the register of members.

A shareholder shall enjoy relevant rights and assume relevant obligations in accordance with the class and number of shares held. Shareholders holding the same class of shares shall enjoy the equal rights and assume the same obligations.

Shareholders are entitled to speak and vote at general meetings (unless individual shareholders are required to abstain from voting on individual matters in accordance with applicable laws and regulations and the listing rules of the stock exchange where the Company’s shares are listed).

~~Holders of each class of shares of the Company shall enjoy equal rights in any distribution of dividends or otherwise.~~

Any shareholder is entitled to appoint a proxy, but such proxy need not be a shareholder of the Company. Where the shareholder of the Company is a legal person, its legal representative, the agent of its legal representative or a person authorized by the resolution of the Board or other decision making authorities shall exercise its rights on its behalf.

If the legal person has appointed a representative to attend any meeting, he shall be deemed to be present in person.

~~Article 53~~ Article 37 Holders of the ordinary shares of the Company shall enjoy the following rights:

(I) the right to dividends and other profit distributions in proportion to the number of shares held;
(II) the right to propose, convene and preside over, to attend or appoint proxies to attend general meetings, the right to speak and to exercise the voting right thereat in accordance with law in proportion to the number of shares held (except where a shareholder is required to abstain from voting to approve the matter under consideration in accordance with the applicable laws, administrative regulations and the listing rules of the stock exchange on which the shares of the Company are listed);
(III) the right to supervise, suggest or raise enquiries about the Company’s business operations;
(IV) the right to transfer, give as a gift or pledge the shares held in accordance with laws, administrative regulations and the Articles of Association;

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(V) the branch register of members in Hong Kong shall be open for inspection by shareholders, however, the Company may be permitted to close the register of members on terms equivalent to section 632 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);
(VI) shareholders have the right to inspect the Articles of Association, the register of members, the Company’s debenture stubs, the minutes of the general meeting, resolutions of the Board of Directors’ meetings, resolutions of the Supervisory Committee meetings, and the financial and accounting reports; ~~the right to obtain relevant information in accordance with the Articles of Association, including:~~

~~obtaining a copy of the Articles of Association, subject to payment of cost;~~

~~The right to inspect and make a copy, subject to a payment of a reasonable fee:~~

~~All parts of the register of members;~~

~~Personal particulars of the directors, supervisors, general manager, and other senior management members of the Company, including:~~

~~present and former name or alias;~~

~~principal address (place of domicile);~~

~~nationality;~~

~~full-time and all other part-time occupations and positions;~~

~~identity document and its number.~~

~~the status of the Company’s share capital;~~

~~reports showing the aggregate value, amount, the maximum and minimum prices paid in respect of each class of its shares bought back by the Company since the end of the last accounting year, and the total fees paid by the Company for this purpose;~~

~~minutes of general meetings (for shareholder’s review only);~~

(VII) in the event of the termination or liquidation of the Company, the right to participate in the distribution of the remaining property of the Company in proportion to the number of shares held;
(VIII) shareholders who dissent from the resolution on merger or demerger of the Company made at the general meeting request the Company to acquire their shares;

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(IX) such other rights conferred by laws, administrative regulations, departmental rules, listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.

If a shareholder asks to review the information mentioned in the preceding Article or makes a request for information, he/she shall submit to the Company written documents evidencing the class and number of shares of the Company held. The Company shall provide the same as requested by the shareholder after authenticating his/her identity.

~~Article 54~~ Article 38 Holders of ordinary shares of the Company shall have the following obligations:

(I) to abide by the Articles of Association;
(II) to pay the share subscription price based on the shares subscribed for and the method of acquiring such shares;
(III) shares may not be surrendered except under the circumstances stipulated by laws and regulations;
(IV) not to damage any of the interests of the Company or other shareholders by abusing the shareholder’s rights, nor damage the interests of any creditor of the Company by abusing the independent status of the Company as a legal person and limited liability of shareholders;
(V) to assume other obligations required by laws, administrative regulations, departmental rules, normative documents and the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.

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

If a shareholder abuses his/her shareholder rights, thereby causing the Company or shareholders to sustain a loss, he/she shall be held liable for damages in accordance with the laws. If a shareholder abuses the independent status of the Company as a legal person and limited liability of shareholders to evade a debt, thereby materially harming the interests of a creditor of the Company, he/she shall bear joint and several liability for the debt of the Company.

~~Article 55 In addition to obligations imposed by laws, administrative regulations, and the listing rules of the stock exchange where the shares of the Company are listed, a controlling shareholder, when exercising his/her right as a shareholder, shall not make any decision in respect of the following matters in a manner prejudicial to the interests of all or part of the shareholders as a result of exercising his/her voting rights:~~

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

~~(I) to waive a director or supervisor of his/her responsibility to act genuinely in the best interests of the Company;~~
~~(II) to approve the expropriation by a director or supervisor (for his/her own benefits or for the benefits of another person), in any way, of the Company’s properties, including but not limited to any opportunities favorable to the Company;~~
~~(III) to approve the expropriation by a director or supervisor (for his/her own benefits or for the benefits of another person) of personal rights of other shareholders, including but not limited to rights to distributions and voting rights save pursuant to a corporate restructuring tabled at a general meeting for approval in accordance with the Articles of Association.~~

~~Article 56~~ Article 39 Controlling shareholders are shareholders whose capital contribution accounts for more than 50 per cent of the total capital of a limited liability company or whose shareholdings account for more than 50 per cent of the total share capital of a joint stock limited company; and shareholders whose capital contribution or shareholdings are less than 50 per cent but whose voting rights on the basis of their capital contribution or shareholdings are sufficient to exercise significant influence over the resolutions of the shareholders’ meeting or the general meeting of shareholders. ~~“Controlling shareholder” referred in the Articles of Association means a person that satisfies any of the following conditions:~~

~~(I) he/she, acting alone or in concert with others, has the power to elect at least one half of the directors;~~
~~(II) he/she, acting alone or in concert with others, has the power to exercise or to control the exercise of, over 30 percent (30 percent inclusive) of the Company’s voting rights;~~
~~(III) he/she, acting alone or in concert with others, holds over 30 percent (30 percent inclusive) of the outstanding shares of the Company;~~
~~(IV) he/she, acting alone or in concert with others, actually controls the Company in any other manner.~~

Article 40 The Controlling Shareholders and de facto controller of the Company shall not exploit their connected relationship to harm the interests of the Company. In the event of any damage caused to the Company due to their violation of regulations, they shall be liable for such damages.

The Controlling Shareholders and de facto controller of the Company shall bear the fiduciary duty to the Company and the public shareholders of the Company. The Controlling Shareholder shall strictly abide by laws in exercising the investor’s rights and shall not infringe the legitimate rights of the Company and the public shareholders by way of profit distribution, asset reorganization, external investment, misappropriation of capital and providing guarantee for borrowings. The Controlling Shareholders shall also not exploit their controlling position or abuse their rights to harm the interests of the Company or the public shareholders.

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Chapter 7 8 General Meeting

~~Article 57~~ Article 41 The general meeting shall be the organ with authority of the Company and shall exercise its functions and powers in accordance with the law.

~~Article 58~~ Article 42 The general meeting shall exercise the following functions and powers:

(I) to decide on the operating approach and investment plans of the Company;
(II) to elect and replace non-employee representative directors and non-employee representative supervisors and to decide on matters relating to their remuneration;
(III) to consider and approve reports of the Board;
(IV) to consider and approve reports of the Supervisory Committee;
(V) to consider and approve the annual financial budgets and final accounts of the Company;
(VI) to consider and approve the profits distribution plans and loss recovery plans of the Company;
(VII) to make resolutions on increasing or reducing the registered capital of the Company;
(VIII) to make resolutions on the issuance of corporate bonds;
(IX) to make resolutions on the merger, division, dissolution, liquidation/voluntary winding – up or change in corporate form of the Company;
(X) to amend the Articles of Association;
(XI) to consider proposals put forward by shareholder(s) individually or jointly holding more than 3% of the shares of the Company carrying voting rights;
(XII) to decide on the engagement, renewal and dismissal of accounting firms and to decide on matters relating to their remuneration;
(XIII) to consider matters relating to the acquisition and disposal of material assets or guarantee amounts of more than 25% (25% inclusive) of the latest audited total assets of the Company, within one year;
(XIV) other matters that required to be resolved by the general meeting as prescribed by laws, administrative regulations, departmental rules and the Articles of Association;

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(XV) other matters that required to by the listing rules of the stock exchange where the shares of the Company are listed.

~~Article 59~~ Article 43 The Company shall not conclude any contract with any person other than a director, a supervisor, a general manager or other senior management members whereby such person is put in charge of the management of the whole or a substantial part of the Company’s business without the approval of the general meeting, save for special circumstances such as the Company is in a crisis .

Article 44 The following external guarantees by the Company shall be considered and approved by a shareholders’ general meeting.

(I) any guarantee provided after the total amount of external guarantees by the Company and its controlled subsidiaries meets or exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the total amount of external guarantees by the Company exceeds 30% of the latest audited total assets;
(III) any guarantee provided by the Company within one year exceeds 30% of the latest audited total assets;
(IV) any guarantee provided for a target party whose asset-liability ratio is over 70%;
(V) any guarantee with a single guaranteed amount in excess of 10% of the latest audited net assets;
(VI) any guarantee provided to shareholders, de facto controllers and their connected parties.

~~Article 60~~ Article 45 General meetings include annual general meetings and extraordinary general meetings. General meetings shall be convened by the Board. Annual general meetings shall be convened once a year and within 6 months after the end of the preceding accounting year.

The extraordinary general meeting should be convened whenever necessary. The Board shall convene an extraordinary general meeting within two months from the date of the occurrence of any of the following circumstances:

(I) the number of directors is less than the number provided for in the Company Law or less than 2/3 of the number prescribed in the Articles of Association;
(II) when the unrecovered loss of the Company reaches 1/3 of the total paid-in capital;

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(III) such is requested in writing by shareholder(s) individually or jointly holding over ten per cent of the shares of the Company;
(IV) the Board considers it necessary or the Supervisory Committee proposes that such a meeting shall be held;
(V) more than two independent non-executive directors propose that such a meeting shall be held;
(VI) other circumstances as specified by the laws, administrative regulations, departmental rules, the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association.

The number of shares held mentioned in item (III) above shall be calculated as the number of shares held as of the close of the date or, if it falls on a non-trading date, the previous trading date on which such shareholders request to convene the meeting in writing.

~~Article 61~~ Article 46 Shareholders requesting the convening of an extraordinary general meeting ~~or a class shareholders’ meeting~~ shall do so by the procedure set forth below:

(I) shareholder(s) individually or jointly holding at least 10% (10% inclusive) of the shares carrying voting rights on the meeting sought to be held may sign one or more written requests of identical form and substance requesting that the Board convene an extraordinary general meeting ~~or a class shareholders’ meeting~~ and stating the subject to be discussed at the meeting; the Board shall convene the extraordinary general meeting ~~or the class shareholders’ meeting~~ as soon as possible after having received the aforementioned written request; the number of shares held mentioned above shall be calculated as of the day on which the written request is made by the Shareholders.
(II) if the Board fails to issue a notice to convene such meeting within 30 days after having received the aforementioned written request, the shareholders who made such request may ask the Supervisory Committee to convene extraordinary general meeting ~~or a class shareholders’ meeting~~ .
(III) If the Supervisory Committee fails to issue a notice to convene such meeting within 30 days after having received the aforementioned written request, shareholders individually or jointly holding over 10% of the shares carrying voting rights on the meetings sought to be held for at least 90 days in succession may convene the meeting on their own within four months after the Board received the request. The procedure according to which they convene such meeting shall, to the extent possible, be identical to the procedure according to which general meetings are to be convened by the Board.

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If shareholders convene and hold a meeting on their own because the Board and the Supervisory Committee failed to hold such meeting pursuant to a request as mentioned above, the reasonable expenses incurred by such shareholders shall be borne by the Company and shall be deducted from the sums owed by the Company to the negligent directors and supervisors.

~~Article 62~~ Article 47 When the Company convenes a general meeting, the Board, the Supervisory Committee and shareholder(s) individually or jointly holding more than 3% of the total number of shares of the Company carrying voting rights shall be entitled to put forward new proposals to the Company in writing which should be submitted to the convener 10 days prior to the convening of the general meeting. The contents of proposals shall be matters falling within the functions and powers of general meetings with specific topics for discussion and resolution details, and comply with relevant requirements of laws, regulations and the Articles of Association. The convener shall issue a supplementary notice of the general meeting within two days after receiving the proposals. If matters under the said proposals fall within the functions and powers of general meetings, the Company shall put them on the agenda for the said meeting for consideration on the meeting. Unless as provided in the preceding paragraph, the convener may not make any changes to the proposals set forth in the notice of the general meeting or add any new proposals once the notice of the general meeting has been issued.

The general meeting may not vote and pass resolution on proposals that are not set forth in the notice of the general meeting or that are not consistent with this Article.

~~Article 63~~ Article 48 To convene an annual general meeting, the Company shall give written notices of the meeting 20 days before the date of meeting, and to convene an extraordinary general meeting, the Company shall give written notices of the meeting 15 days before the date of meeting, informing all registered shareholders of the matters proposed to be considered at the meeting and the date and place of the meeting. For the notice given in this Article, the date of issue is the date on which the Company or the share registrar engaged by the Company has served the notice to the postal service.

The notice of a general meeting served on the holders of overseas listed shares may be published through the designated website of the stock exchange where the shares of the Company are listed and the website of the Company. Upon the publication, all holders of overseas listed shares shall be deemed to have received the notice of the relevant general meeting.

~~Article 64~~ Article 49 Unless specified in the Articles of Association, the notice of the general meeting shall be delivered by hand or prepaid mail to the shareholders (whether or not such shareholders have voting rights at the general meeting). The address of the recipient shall be the address registered in the register of members. For holders of domestic shares/domestic unlisted shares, notice of the general meeting may also be issued by way of public announcement. The announcement referred to in the preceding paragraph, should be released 20 days prior to an annual general meeting or 15 days prior to an extraordinary general meeting

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in one or more the newspapers or periodicals designated by the securities regulatory authority under the State Council. All holders of domestic shares/domestic unlisted shares shall be deemed to have received such notice upon the publication of such notice. The notice of a general meeting shall:

(I) be made in writing;
(II) ~~specify~~ the time, place and ~~date~~ duration of the meeting;
(III) matters and proposals that shall be submitted to the meeting for consideration ~~explain the matters to be discussed at the meeting~~ ;
(IV) provide to the shareholders the information and explanations necessary for them to make informed decisions on the matters to be discussed; such principal includes but not limit to when the Company proposes a merger, buyback of shares, restructure of share capital or other reorganization, it shall provide the specific conditions and contract (if any) of the transaction contemplated and earnestly explain the cause and effect of the transaction;
(V) contain a disclosure of the nature and extent of the material interests that any director, supervisor, the general manager or other senior management members has in any matter to be discussed; and an explanation of the difference between the way in which the matter to be discussed would affect such director, supervisor, the general manager or other senior management members in his/her capacity as shareholder and the way in which such matter would affect other shareholders of the same class;
(VI) the share registration record date for shareholders who are entitled to attend the meeting ~~contain the full text of any special resolution proposed to be approved at the meeting~~ ;
(VII) contain a clear statement that shareholders entitled to attend and vote have the right to appoint one or more proxies to attend and vote on their behalf and that such proxy needs not be a shareholder of the Company;
(VIII) state the time and place for serving the instruments of appointing the voting proxy at the meeting.

~~Article 65~~ Article 50 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive such notice shall not invalidate the meeting and the resolutions passed at the meeting.

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~~Article 66~~ Article 51 Any shareholder entitled to attend, speak and vote at the general meeting shall have the right to appoint one or more persons (who need not be shareholders of the Company) as his/her proxies to attend and vote on his/her behalf. Such proxy may exercise the following rights in accordance with his/her appointment by the shareholder:

(I) the shareholders’ right to be heard at the general meeting;
(II) the right to demand or join in the demand for a ballot;
(III) the right to vote by show of hands or by poll, except that if a shareholder has appointed more than one proxy, such proxies may only exercise their voting rights by poll.

~~Article 67~~ Article 52 Shareholders shall appoint their proxies by written instruments, which shall be signed by the principals or their agents appointed in writing. If the principal is a legal person, the instrument shall be under the seal of the legal person or signed by its director(s) or duly authorized agent(s).

~~Article 68~~ Article 53 The instrument appointing a voting proxy shall be deposited at the domicile of the Company or at such other place as specified in the notice of the meeting within 24 hours prior to the meeting at which the proxy is authorized to vote or 24 hours prior to the specified time of the vote. If the instrument is signed by another person authorized by the principal, the power of attorney or other document authorizing the signature shall be notarized. The notarized power of attorney or other authorizing document shall be deposited together with the instrument appointing the voting proxy at the domicile of the Company or at such other place as specified in the notice of the meeting.

If the shareholder is a legal person, its legal representative or the person authorized by a resolution of the Board or other decision-making body shall attend the general meeting of the Company as the representative of such legal person, and the shareholder so represented shall be treated as being present at such meeting.

If the shareholder is a Recognized Clearing House (or an agent thereof) as defined in the relevant regulations under the Hong Kong laws in effect from time to time, one or more individuals that it deems suitable may be appointed by it to act as its proxy(ies) or representative(s) at any general meeting ~~or any class shareholders’ meeting~~ and creditors’ meeting, provided that the proxy (ies) and representative(s) shall have the same statutory rights as other shareholders, including the right to speak and vote ; however, if one or more individuals are appointed as proxy(ies) or representatives, their powers of attorney shall specify the number and class of shares involved in the appointment of each such individual. The individual(s) so authorized may exercise the rights (have been duly authorized without the need of producing any documents of title, notarized authorization and/or further evidence to substantiate that it is so authorized) of the Recognized Clearing House (or its agent) as if he, she or they was or were (an) individual shareholder(s) of the Company, including the right to speak and vote.

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~~Article 69~~ Article 54 Any form issued by the Board of the Company to the shareholders for the appointment of proxies shall give the shareholders free choice to instruct their proxies to cast an affirmative or negative vote and enable the shareholders to give separate instructions on each matter to be voted on in connection with each point of discussion of the meeting. The instrument of appointment shall specify that in the absence of instructions from the shareholder, the proxy may vote as he/she thinks fit.

~~Article 70~~ Article 55 If the principal is dead, becomes incapable, revokes the appointment, revokes authorization for signing the power of attorney or the relevant shares have been transferred before the voting, as long as the written notice on such matters is not received by the Company before the commencement of the relevant meeting, the votes made by the shareholder proxy according to the power of attorney remain effective.

~~Article 71~~ Article 56 A general meeting shall be convened by the Chairman and he/she shall act as the chairman of the meeting. If the Chairman is unable or fails or to perform his/her duties, a director jointly elected by more than one half of the directors shall convene the meeting and act as the chairman of the meeting; if the chairman of the meeting has not been designated, those shareholders attending the meeting may elect a member to act as the chairman; if for any reason, the shareholders are unable to elect a chairman, the shareholder (or his/her proxy) holding the largest number of shares carrying voting rights attending the meeting shall act as chairman of the meeting.

At a general meeting convened by the Supervisory Committee on its own, the chairman of the Supervisory Committee shall preside. If the chairman of the Supervisory Committee is unable or fails to perform his/her duties, the meeting shall be presided over by the supervisor jointly elected by more than one half of the supervisors.

If a general meeting is convened by a shareholder himself or shareholders themselves, the meeting shall be presided over by the representative selected by the convener(s).

When a general meeting is held, if the chairman of the meeting violates the rules of procedure, making continuance of the general meeting impossible, with the consent of shareholders holding more than one half of the voting rights present at the meeting, the general meeting may elect a person to serve as chairman of the meeting and the meeting shall continue. If, for any reason, the shareholders are unable to elect the chairman of the meeting, the shareholder (including his/her proxy) attending the meeting who holds the greatest number of shares carrying voting rights shall serve as the chairman of the meeting.

~~Article 72~~ Article 57 Resolutions of the general meeting are divided into ordinary resolutions and special resolutions.

Ordinary resolutions of the general meeting shall be approved by at least one half of the shareholders in attendance (including proxies) holding the voting rights.

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Special resolutions of the general meeting shall be approved by over two-thirds of the shareholders in attendance (including proxies) holding the voting rights.

~~Article 73~~ Article 58 When a shareholder (or a proxy) casts a vote on the general meeting by exercising his/her voting rights based on the number of shares carrying voting rights which he/she represents, each share shall entitle him or her to one vote. However, no voting rights shall attach to the shares of the Company held by the Company, and such portion of shares shall not be counted among the total number of shares carrying voting rights present at a general meeting.

Where any shareholder, under applicable laws and regulations and the listing rules of the stock exchange where the shares of the Company are listed, is required to abstain from voting on any particular matter being considered or restricted to voting only for or only against any particular matter being considered, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.

~~Article 74 Any vote of shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution that relates purely to a procedural or administrative matter to be voted on by a show of hands.~~

~~When a vote by a show of hands is requested, the chairman of the meeting may declare the result of a proposal put to vote on a show of hands, which shall be recorded into the minutes of meeting as a final basis. In such a case, the number of positive votes or negative votes or their proportion, is not provided in the proposals passed at the general meeting.~~

~~A demand for a poll may be withdrawn by the person who made the demand.~~

~~Article 75 A poll demanded on such matters as the election of chairman or the termination of the meeting shall be taken immediately. A poll demanded on any other matters shall be taken at such time as the chairman may decide, and the meeting may proceed to discuss other matters. The results of the poll to be taken shall still be deemed to be an approved resolution of that meeting.~~

~~Article 76~~ Article 59 On a poll taken, a shareholder (including a proxy) entitled to two or more votes needs not cast all his/her votes in the same way.

~~In the case of an equality of votes for and against, either by show of hands or by poll, the chairman of the meeting shall have a casting vote.~~

~~Article 77~~ Article 60 The following matters shall be passed by ordinary resolutions at the general meeting:

(I) work reports of the Board and the Supervisory Committee;
(II) plans for the distribution of profits and for recovery of losses proposed by the Board;

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(III) the election and removal of the members of the Board and the Supervisory Committee (except for staff representative supervisors) and their remuneration;
(IV) the annual financial budget and final account report, balance sheet, profit and loss statement and other financial statement of the Company;
(V) the decision on engagement, re-appointment or termination of the accounting firms and their remuneration;
(VI) the purchase or disposal of material assets or that of the guarantee amounts accounting for over 25% (25% inclusive) but not more than 30% (30% inclusive) of the Company’s latest audited total assets within a year;
(VII)matters other that those shall be passed by special resolutions as required under the laws, administrative regulations as well as the Articles of Association;
(VIII) other matters which need to be passed by ordinary resolutions as required by the listing rules of the stock exchange where the Company’s shares are listed.

~~Article 78~~ Article 61 The following matters shall be passed by special resolution at general meeting:

(I) the increase or reduction of the share capital by the Company;
(II) the issuance of corporate bonds by the Company;
(III) the division, merger, dissolution and liquidation/voluntary winding-up of the Company;
(IV) change in the corporate form of the Company;
(V) the purchase or disposal of material assets or that of the guarantee amounts accounting for over 30% (30% not included) of the Company’s latest audited total assets within a year;
(VI) the amendment of the Articles of Association;
(VII) other matters required by laws, administrative regulations or the Articles of Association and those that the general meeting by way of an ordinary resolution concluded that may have a material impact on the Company and require adoption by way of a special resolution;
(VIII) other matters which need to be adopted by special resolutions as required by the listing rules of the stock exchange where the Company’s shares are listed.

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~~Article 79~~ Article 62 The general meeting requires the directors, supervisors and senior management members of the Company shall attend the meeting as non-voting participants and accept any inquiries by shareholders. The directors, supervisors and senior management members who attend the meeting or attend the meeting as non-voting participants shall make replies or explanation in respect of inquiries of shareholders at the general meeting, except for those matters in relation to business secrets of the Company which cannot be made public.

~~Article 80~~ Article 63 The chairman of the meeting shall announce the voting results of each proposal on the meeting and announce whether or not such proposal is passed according to the voting results. The chairman of the meeting shall decide whether or not a resolution of the general meeting is passed according to the voting results. His/Her decision shall be final and shall be announced at the meeting and recorded in the minutes of the meeting.

~~Article 81~~ Article 64 The method of, and procedure for, nominating directors and supervisors (except employee representative supervisors) to be elected at the general meeting are as set forth below:

(I) Except putting forward a proposal on the election of director candidate in accordance with the Articles of Association by shareholder(s) individually or jointly holding more than 3% of the shares, directors, supervisors may, to the extent of the number of persons specified in the Articles of Association, propose a list of recommended director and supervisor candidates consistent with the number of persons to be elected, and submit the same to the Board and the Supervisory Committee for review; once the Board and the Supervisory Committee have conducted its review and adopted a resolution determining the director and supervisor candidates, it shall bring the same before the general meeting in the form of a written proposal.
(II) the written notices of the intention to nominate director or non-employee representative supervisor candidates and of the nominees indicating their willingness to accept the nomination as well as relevant written materials on the nominees shall be dispatched to the Company at least 7 days before the date of the general meeting (the 7-day notice period shall commence from the date no earlier than the second date of issuance of the notice of the meeting for the election and end no later than 7 days before the convening of the general meeting); the Board or the Supervisory Committee shall provide to the shareholders the resumes and basic particulars of the director or supervisor candidates.
(III) the period accorded to the Company to nominate director or non-employee representative supervisor candidates and to the nominees to submit the aforementioned notices and documents shall not be less than 7 days (commencing from the day immediately following the date of issuance of the notice of the general meeting).
(IV) the general meeting votes on each of the director or supervisor candidates.

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(V) if the need arises for an additional or replacement director or supervisor at short notice, the same shall be proposed by the Board or the Supervisory Committee, recommending that the general meeting elect or replace the same.

~~Article 82~~ Article 65 If the chairman of the meeting has any doubts concerning the result of the vote on any resolution, he/she may organize a recount of the number of votes cast. If the chairman of the meeting does not conduct a recount of the votes and an attending shareholder or proxy challenges the result of a vote announced by the chairman of the meeting, he/she has the right to demand a vote recount immediately following the announcement of the result, in which case the chairman of the meeting shall promptly organize a recount of the votes.

~~Article 83~~ Article 66 If a vote recount is conducted at a general meeting, the result thereof shall be recorded in the minutes of the meeting.

The minutes of meetings together with the sign-in register of attending shareholders and the instruments of appointment of proxies shall be kept at the Company’s domicile.

Shareholders may have free access to copies of the minutes during office hours of the Company. Any shareholder shall also have the right to obtain a copy of the minutes. The Company shall send out the copy within seven days upon receipt of a reasonable fee.

Chapter 9 Special Voting Procedures for Shareholders of Different Classes

~~Article 84 Shareholders that hold different classes of shares shall be class shareholders.~~

~~Class shareholders shall enjoy rights and assume obligations in accordance with laws, administrative regulations and the Articles of Association.~~

~~Where the share capital of the Company includes shares without voting rights, the words “non-voting” shall appear in the designation of such shares.~~

~~Where the share capital of the Company includes shares with different voting rights, the designation of each class of shares, other than those with the most favorable voting rights, must include the words “restricted voting” or “limited voting”.~~

~~Article 85 If the Company intends to vary or abrogate rights of class shareholders, it may do so only after such variation or abrogation has been approved by way of a special resolution at the general meeting and by a separate class shareholders’ meeting convened by the affected class shareholders in accordance with Articles 87 to 91 of the Articles of Association.~~

~~Neither the approval of the general meeting or a class shareholders’ meeting shall be required if a variation or abrogation of the rights of class shareholders arises due to a change in domestic or foreign laws, administrative regulations or the listing rules of the stock exchange where the shares of the Company are listed, or due to a decision made in accordance with the law by the domestic or foreign regulator.~~

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~~The transfer of all or part of the shares held by domestic shares or domestic unlisted shares shareholders of the Company to overseas investors for listing and trading abroad, or the conversion of all or part of domestic shares/domestic unlisted shares to the overseas listed foreign shares for listing on overseas stock exchanges, shall not be deemed as the Company’s intention to change or abrogate the rights of the class of shareholders.~~

~~Article 86 Unless otherwise required by laws, administrative regulations and the Articles of Association, the rights of shareholders of a certain class shall be deemed to have been changed or abrogated in the following circumstances:~~

~~(I) An increase or decrease in the number of shares of such class or an increase or decrease in the number of shares of a class having voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;~~
~~(II) a conversion of all or part of the shares of such class into shares of another class, a conversion of all or part of the shares of another class into shares of such class or the grant of the right to such change;~~
~~(III) a removal or reduction of rights to accrued dividends or cumulative dividends attached to shares of such class;~~
~~(IV) a reduction or removal of a dividend preference or property distribution preference during liquidation of the Company, attached to shares of such class;~~
~~(V) an addition, removal or reduction of share conversion rights, options, voting rights, transfer rights, pre-emptive rights to rights issues or rights to acquire securities of the Company attached to shares of such class;~~
~~(VI) a removal or reduction of rights to receive amounts payable by the Company in a particular currency attached to shares of such class;~~
~~(VII) a creation of a new class of shares with voting rights, distribution rights or other privileges equal or superior to those of the shares of that class;~~
~~(VIII) an imposition of restrictions or additional restrictions on the transfer or ownership of shares of such class;~~
~~(IX) an issuance of rights to subscribe for, or convert into, shares of such class or another class;~~
~~(X) an increase in the rights and privileges of shares of another class;~~
~~(XI) different class shareholders may not bear their pro rata responsibilities due to the reorganization plans of the Company;~~
~~(XII) any amendment or abrogation of the provisions of this Chapter.~~

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~~Article 87 Shareholders of the affected class, whether or not having the right to vote at general meeting, shall have the right to vote at class meetings in respect of matters referred to in items (II) to (VIII) and (XI) to (XII) of Article 86 of the Articles of Association, except that interested shareholders shall not have the right to vote at class meetings.~~

~~The term “interested shareholders” in the preceding paragraph shall have the following meanings:~~

~~(I) if the Company has made a buyback offer to all shareholders in the same proportion or has bought back its own shares through open market transactions on a stock exchange where the shares of the Company are listed in accordance with Article 29 of the Articles of Association, the controlling shareholders as defined in Article 56 of the Articles of Association shall be “interested shareholders”;~~
~~(II) if the Company has bought back its own shares by an agreement outside of a stock exchange where the shares of the Company are listed in accordance with Article 29 of the Articles of Association, shareholders in relation to such agreement shall be “interested shareholders”;~~
~~(III) under a restructuring plan of the Company, shareholders who will bear liability in a proportion smaller than that of the liability borne by other shareholders of the same class, or shareholders who have an interest in a restructuring plan of the Company that is different from the interest in such restructuring plan of other shareholders of the same class shall be “interested shareholders”.~~

~~Article 88 Resolutions of a class meeting shall be passed only by over 2/3 of the shareholders present at the class meeting carrying voting rights in accordance with Article 87 of the Articles of Association.~~

~~Article 89 A written notice convening a class meeting shall be given within the period which shall be the same as the written notice period of non-class general meeting to be convened together with the class general meeting to notify shareholders whose names appear in the register of members for such class shares of the matters proposed to be considered and the date and place of the meeting.~~

~~If there is any requirement by the listing rules of the stock exchange where the shares of the Company are listed. Such requirements shall apply.~~

~~The quorum required for a class meeting (other than an adjourned meeting) to change or abrogate the rights of the holders of a class of shares must be at least one-third of the holders of the issued shares of that class.~~

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~~Article 90 Notice of class meetings need only be served on shareholders entitled to vote thereat.~~

~~Class meetings shall be conducted in a similar way as closely as possible to the procedures for~~ general meetings. The provisions of the Articles of Association relating to the conduct of any general ~~meeting shall apply to any class meeting.~~

~~Article 91 In addition to holders of other class of shares, holders of domestic shares/domestic unlisted shares and overseas listed shares are deemed to be shareholders of different classes. The special voting procedures for class shareholders shall not apply to the following circumstances:~~

~~(I) the Company, upon the approval by way of a special resolution at the general meeting, issues solely domestic shares or overseas listed shares or both every 12 months, provided that each of the amount of the domestic shares and overseas listed shares intended to be issued accounts not more than 20% of the outstanding shares in issue of the respective class;~~
~~(II) the Company’s plan on issuing domestic shares and overseas listed shares at the time of its establishment, which is completed within 15 months upon the date of approval from the securities regulatory authority of the State Council;~~
~~(III) upon approval from the competent securities regulatory authority of the State Council, the shareholders of domestic unlisted shares of the Company transfer all or part of their shares to overseas investors, and list and trade the said shares on foreign stock exchanges or the Company converts all or part of the issued unlisted shares into overseas listed shares.~~

Chapter 8 10 The Board Section 1 Directors

~~Article 92~~ Article 67 Directors shall be elected and replaced at general meetings and serve a term of three years. A Director may serve consecutive terms if re-elected upon the expiration of his/her term. Any director can be removed before the expiration of his/her term of office by an ordinary resolution passed at a general meeting, subject to full compliance with the relevant laws and administrative regulations. Such removal does not affect the rights of such director to make any claim under any contract.

The term of office of a director shall commence from the date of him/her assuming office until the expiry of the term of the prevailing session of the Board. Where a director has not been timely re-elected at the expiry of the term of office, the original director shall perform his/her duties as a director, prior to the assumption by the re-elected director, in accordance with the laws, administrative regulations, departmental rule and the provisions of the Articles of Association.

A director is not required to hold any shares of the Company.

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~~Article 93~~ Article 68 Any director may resign before the expiration of his/her term by submitting a written resignation to the Board. The Board shall disclose relevant information within two days.

Where a director has resigned during the term of office resulting that the number of the members in the Board falls below the quorum, the original director shall perform his/her duties as a director, prior to the assumption by the re-elected director, in accordance with the laws, administrative regulations, departmental rules and the provisions of the Articles of Association.

Other than the circumstances presented in the preceding paragraph, the resignation of directors shall come into effect since the resignation reports are lodged with the Board.

Without violation of relevant laws and regulations and the regulatory rules of the place where the shares of the Company are listed, any director appointed to fill a casual vacancy or as an addition to the Board shall hold office only until the first annual general meeting after acceptance of the appointment, and shall then be eligible for re-election.

~~Article 94~~ Article 69 The Company shall have independent non-executive directors, which makes up at least 1/3 of the Board but must consist of at least three members. Unless otherwise provided in the section, the provisions on the qualifications and obligations of directors in ~~Chapter 14 of~~ the Articles of Association shall apply to the independent non-executive directors. At least one independent non-executive director of the Company shall be a financial or accounting professional. Independent non-executive directors shall be equipped with adequate business or professional experience for competency, honestly fulfil their duties, and protect the interests of the Company, in particular the legitimate rights and interests of public shareholders, to ensure the sufficient representation of the interests of all shareholders. At least one independent non-executive director shall reside in Hong Kong on a regular basis.

Section 2 The Board

~~Article 95~~ Article 70 The Company shall have a Board of Directors consisting of 7 directors, 1 chairman and 3 independent non-executive directors. Independent non-executive directors may directly report to the general meeting, securities regulatory authority under the State Council and other relevant departments.

The Board shall have one chairman. The chairman shall be elected or removed by more than half of all the directors, shall serve a term of 3 years, and is eligible for re-election.

The term of office of an independent non-executive director shall be three years and is renewable upon re-election, but an independent non-executive director shall be re-elected upon corresponding review procedures in accordance with the listing rules of the stock exchange where the shares of the Company are listed if such director has served in his/her position for more than nine years.

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~~Article 96~~ Article 71 The Board is accountable to the general meetings and exercise the following functions and powers:

(I) to convene general meetings and report its work to the general meetings;
(II) to implement resolutions of the general meetings;
(III) to decide on the Company’s business plans and investment plans;
(IV) to formulate the annual financial budgets and final accounts of the Company;
(V) to formulate the Company’s profit distribution plans and plans on recovering losses;
(VI) to formulate plans for the increase or reduction of the Company’s registered capital and the issuance of corporate bonds;
(VII) to formulate plans for the Company’s merger, division, dissolution, or alteration of corporate form;
(VIII) to decide on establishment of internal management organizations of the Company;
(IX) to decide on appointment or dismissal the Company’s general manager and secretary to the Board, the appointment or dismissal of the deputy general manager(s) and the chief financial officer of the Company in accordance with the nominations by general manager(s);
(X) to decide on the remunerations of the senior management members mentioned above;
(XI) to formulate the basic management system of the Company;
(XII) to formulate plans to amend the Articles of Association;
(XIII) to determine investment, acquisition or disposal of assets, financing, connected transactions and other matters, which are required to be determined by the Board, in accordance with the listing rules of the stock exchange where the shares of the Company are listed;
(XIV) to decide on other material matters of the Company apart from such regulated in the Company Law and the Article of Association, while resolutions related thereto shall be passed at the general meeting;
(XV) other functions and powers conferred by laws and regulations, the listing rules of the stock exchange where the shares of the Company are listed, the Articles of Association and at general meetings.

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Except for the Board resolutions in respect of the matters specified in items (VI), (VII) and (XII) which shall be passed by more than two-thirds of the directors, the rest shall be passed by more than half of the directors.

~~Article 97 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 months before the proposed disposal, exceeds 33% of the fixed assets value set out in the latest balance sheet reviewed by the general meetings, the Board shall not dispose or consent to dispose such fixed assets without prior approval at the general meetings.~~

~~The term “fixed assets disposal” referred to in this Article represents (among other things) transferring certain interests in fixed assets, but excludes the provision of guarantees with fixed assets.~~

~~The validity of transactions regarding fixed assets disposal by the Company shall not be affected due to a breach of the first item of this Article.~~

~~Article 98~~ Article 72 The chairman shall exercise the following powers:

(I) to preside over the general meeting and to convene and preside over the meetings of the Board;
(II) to check the implementation of Board resolutions;
(III) to sign the securities issued by the Company;
(IV) other functions and powers conferred by the Board.

If the chairman is unable to perform his/her duties, a director jointly elected by at least one – half of the directors shall perform such duties.

When need arises, the Board may authorize the chairman to exercise some powers enjoyed by the Board during the recess of the Board meetings.

~~Article 99~~ Article 73 Board meetings shall be held ~~regularly~~ at least 4 times a year and shall be convened by the chairman. A written notice of regular Board meeting shall be served to all directors and supervisors at least 14 days in advance.

The chairman shall convene an extraordinary meeting within 10 days after receiving the proposal under the following circumstances:

(I) proposed by shareholders representing at least 1/10 of the voting rights;
(II) proposed jointly by at least 1/3 of the directors;
(III) proposed by the Supervisory Committee.

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~~Article 100~~ Article 74 A notice of regular Board meeting shall be served to all the directors, supervisors and the general manager 14 days in advance in the event of a regular meeting or 3 days in advance in the event of an extraordinary meeting. The responsible body of the Company shall serve a written meeting notice to all the directors and supervisors by direct delivery, fax, express mail or other electronic communication means. If service is made indirectly, confirmation shall be made by telephone and the appropriate record thereof shall be made.

Where an extraordinary Board meeting needs to be convened as soon as possible in emergency, the notice of meeting may be sent by telephone or by other verbal means at any time, but the convener shall make explanations at the meeting.

~~Article 101~~ Article 75 The meeting notice shall be deemed to be delivered to such director if he/she presents at the meeting and does not raise the issue of the non-receipt of such notice prior to his/her arrival at the meeting or the commencement of the meeting.

The regular or extraordinary Board meetings can be held by conference call or other similar communication equipment, for so long as the attending directors are able to hear clearly other directors’ speech at the meeting and to communicate among themselves. All attending directors shall be considered as being present at the meetings.

~~Article 102~~ Article 76 A Board meeting shall be held only if more than half of the directors (including their proxies) are present.

When voting on the resolutions of the board of directors, each director shall have one vote. ~~Each director shall have one vote. A~~ resolution made by the Board must be approved by more than half of all the directors unless otherwise stipulated by laws, administrative regulations and these Articles of Association. ~~When the number of the votes cast against the resolution equals that of in favor of the resolution, the chairman shall be entitled to one additional vote.~~

Directors, who have material interests in the matters of the resolutions considered in the Board meeting or have connected relationship with the enterprise involved or are under other circumstances specified in other laws and regulations, the directors shall not vote nor vote on behalf of other directors on such resolutions. Such directors shall not be counted into the quorum of the relevant Board meeting. The quorum of such Board meeting shall be more than half of the unconnected directors attending the meeting. The resolutions shall be passed with the consent by over half of the unconnected directors. If the number of unconnected directors who attend the Board meeting is less than three, such resolutions shall be submitted to the shareholders’ general meeting for approval.

~~Article 103~~ Article 77 The directors shall attend the Board meeting in person. If a director is unable to attend the meeting for some reasons, he/she may entrust another director in writing to attend the meeting on his/her behalf, and the scope of authorization shall be specified in the power of attorney.

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The director attending the meeting as a proxy shall exercise the rights of the director within the scope of authorization. If a director fails to attend a Board meeting or to appoint a proxy, he/she shall be deemed to have abstained his/her right to vote at that meeting.

~~Article 104~~ Article 78 Any important matter that shall be resolved by the Board must be notified to all the directors in advance within the time limit specified in these Articles of Association, and sufficient information shall be provided in strict accordance with the relevant procedures. The directors may request additional information. If more than a quarter of the directors or two or more independent non-executive directors consider the information as insufficient or there are other reasons making them unable to make a judgment on relevant matters, they may jointly submit a proposal or postpone the Board meeting or postpone the consideration about some matters on the Board meeting, which shall be adopted by the Board.

~~Article 105~~ Article 79 Minutes shall be maintained for the decisions on matters considered on the Board meeting by the Board. Both the directors who attend the meeting and the minute-taker shall sign on the minutes. Directors shall undertake the responsibilities for the resolutions of the Board of directors. In the event that any resolution of the Board is in breach of laws, administrative regulations or these Articles of Association, which causes loss of the Company, the directors voting for such resolution shall be held liable for such losses. However, where a director has been proved to have expressed dissenting opinions during voting on such resolution which have been recorded in the meeting minutes, such director may be exempted from such liability.

~~Article 106~~ Article 80 The Board shall have three special committees, namely the Audit Committee, the Nomination Committee and the Remuneration Committee. The composition and rules of procedure of the special committees shall be separately agreed upon by the Board.

Chapter 11 9 Secretary to the Board

~~Article 107~~ Article 81 The Company shall have one secretary to the Board. The Secretary to the Board shall be a member of the senior management of the Company.

~~Article 108~~ Article 82 The secretary to the Board of the Company shall be a natural person who has the requisite professional knowledge and experience, and shall be nominated by the chairman, appointed or dismissed by the Board. His/Her main duties include:

(I) ensure that the Company has complete organization documents and records;
(II) act as the liaison officer of the Company with the securities regulatory authorities, be responsible for organizing preparation and timely submission of the reports and documents required by the regulatory authorities as well as accepting and organizing the implementation of any assignment from the regulatory authorities;

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(III) ensure that the share register of the Company is established appropriately and that the persons who have the right of access to the relevant records and documents of the Company obtain the same in due time;
(IV) be responsible for information disclosure and investor relation management of the Company;
(V) perform other functions and powers as conferred by the Board as well as other functions and powers as required by the laws, regulations, the Articles of Association, and the stock exchange(s) where the Company’s shares are listed.

~~Article 109~~ Article 83 A director or the senior management members of the Company may serve concurrently as secretary to the Board. The accountants of the accounting firm engaged by the Company and management personnel of controlling shareholders shall not serve concurrently as secretary to the Board.

In the event a director serves concurrently as secretary to the Board, where any act requires to be executed by the director and the secretary to the Board separately, the said director serving concurrently as secretary to the Board shall not execute the said act in both capacities.

Chapter 10 12 General Manager and Other Senior Management Members

~~Article 110~~ Article 84 The Company shall have one general manager, who shall be nominated by the chairman and appointed or dismissed by the Board; and the Company shall have several deputy general managers, who shall be nominated by the general manager and appointed or dismissed by the Board. A director may serve concurrently as general manager, deputy general manager or other senior management members.

~~Article 111~~ Article 85 The general manager may serve a term of three years and may serve consecutive terms upon reappointment.

~~Article 112~~ Article 86 The general manager shall be accountable to the Board and exercise the following functions and powers:

(I) manage the business operations of the Company and report to the Board;
(II) organize the implementation of resolutions of the Board, annual business plans and investment plans of the Company;
(III) draft the Company’s basic management system and plans for the establishment of the internal management structure of the Company;
(IV) formulate the specific rules of the Company;

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(V) propose to the Board to appoint or dismiss the deputy general manager and financial officer in accordance with these Articles of Association and the relevant internal control system of the Company;
(VI) to decide to appoint or dismiss managers other than those appointed or dismissed by the Board in accordance with to these Articles of Association and the relevant internal control system of the Company;
(VII) exercise other functions and powers conferred in the Articles of Association and by the Board.

~~Article 113~~ Article 87 The general manager shall attend Board meetings, and if he/she is not a director, he/she shall not have any voting right at Board meetings.

~~Article 114~~ Article 88 In exercising functions and powers, the general manager of the Company shall fulfil the obligation of honesty and diligence in accordance with laws, administrative regulations and these Articles of Association.

Chapter 13 11 Supervisory Committee

~~Article 115~~ Article 89 The Company shall have a Supervisory Committee. The Supervisory Committee shall perform supervisory functions according to laws, administrative regulations and these Articles of Association.

~~Article 116~~ Article 90 The Supervisory Committee shall comprise five supervisors, one of whom shall be the chairman of the committee. The chairman shall be elected by more than two thirds of the members of the Supervisory Committee. Each supervisor shall serve a term of three years, which is renewable upon re-election and re-appointment.

~~Article 117~~ Article 91 The Supervisory Committee shall include shareholder representatives and a proper proportion of employee representatives, of which the proportion of the employee representatives shall not be less than one third. The employee representative supervisor shall be elected democratically at the employee representatives’ meetings, employees’ meetings or in other forms.

~~Article 118~~ Article 92 Directors, general manager and other senior management members of the Company shall not serve as supervisors concurrently.

~~Article 119~~ Article 93 The Supervisory Committee shall be accountable to the general meeting and shall exercise the following functions and powers:

(I) to review the financial position of the Company;

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(II) to supervise the directors, general manager and other senior management members to ensure that they do not act in contravention of any laws, administrative regulations or these Articles of Association during the performance of their functions, and to propose removal of directors and senior management members who have violated laws, administrative regulations, these Articles of Association or the resolutions of the general meetings;
(III) to require directors and senior management members to make corrections if their conduct has damaged the interests of the Company;
(IV) to verify the financial information such as the financial report, business report and profit distribution proposal to be submitted by the Board to the general meetings and to appoint, in the name of the Company, certified public accountants and practicing auditors to assist in the re-examination of such information should any doubt arise in respect thereof;
(V) to propose the convening of extraordinary general meetings and, in case the Board does not perform the obligations to convene and preside over the general meetings in accordance with the Company Law, to convene and preside the general meetings;
(VI) to submit proposals to the general meeting;
(VII) to deal with directors or initiate legal proceedings against directors on behalf of the Company;
(VIII) to propose the convening of a provisional Board meeting;
(IX) to initiate legal proceedings against directors and senior management members in accordance with the Company Law;
(X) to exercise other functions and powers stipulated by laws, administrative regulations and these Articles of Association.

Supervisors shall attend Board meetings.

~~Article 120~~ Article 94 Meetings of the Supervisory Committee shall be held at least once every six months and shall be convened by the chairman of the Supervisory Committee. Where the chairman of the Supervisory Committee cannot or does not fulfill the duties thereof, more than half of the supervisors may elect a supervisor to convene and preside over the meetings of the Supervisory Committee.

Supervisors may propose to convene a provisional meeting of the Supervisory Committee.

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~~Article 121~~ Article 95 Rules of procedure of the Supervisory Committee: At meetings of the Supervisory Committee, each attendant shall cast one vote, by open ballot or in writing.

Resolutions of the Supervisory Committee shall be approved by more than two thirds of the supervisors.

The Supervisory Committee shall take minutes of the decisions on the matters discussed, and the supervisors present at the meeting shall sign their names in the minutes.

~~Article 122~~ Article 96 If the Supervisory Committee finds the Company’s operations are abnormal, it may conduct an investigation; if necessary, it may employ such professionals as lawyers and accountants to assist it in its work, and the reasonable expenses for such expenses shall be borne by the Company.

~~Article 123~~ Article 97 Supervisors shall honestly fulfil the supervisory duty in accordance with laws, administrative regulations and the Articles of Association.

Chapter 12 14 Qualifications and Duties of the Directors, Supervisors and Senior Management Members of the Company

~~Article 124~~ Article 98 In any of the following circumstances, a person shall not serve as director, supervisor, general manager or other senior management members of the Company:

(I) a person without or with limited capacity for civil conduct;
(II) a person who has been found guilty of sentenced for corruption, bribery, infringement of property, misappropriation of property or sabotaging the social economic order where less than a term of five years have elapsed since the sentence was served; or a person who has been deprived of his/her political rights, in each case where less than five years have elapsed since the sentence was served;
(III) a person who is a director or plant manager or manager of a company or enterprise in bankruptcy liquidation and is personally held responsible for the bankruptcy of such company or enterprise, where less than 3 years have lapsed from the date of completion of the bankruptcy liquidation of the said company or enterprise;
(IV) a person who is the legal representative of a company or enterprise whose business license has been revoked or which has been ordered to close down due to violation of laws and is personally held responsible for such circumstance, where less than 3 years have lapsed from the date on which the business license of the company or enterprise has been revoked;
(V) a person who has a large amount of outstanding debts which have become overdue;

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(VI) a person who is subject to CSRC’s punishment which prohibit him from entering into the securities market for a period which has not yet expired; ~~a person who is currently under investigation by judicial authorities for violation of criminal law;~~
(VII) other contents required by the laws, administrative regulations or authorities regulations ~~a person who, according to relevant laws and administrative regulations, cannot act as a director, supervisor, general manager or other senior management members;~~ .
~~(VIII) a person other than a natural person;~~
~~(IX) a person who has been convicted by the relevant competent authority that he/she has violated relevant securities regulations and acted fraudulently or dishonestly, where less than 5 years have lapsed from the date of such conviction;~~
~~(X) the circumstances specified in the listing rules of the stock exchange(s) where the shares of the Company are listed or the relevant laws and regulations of the place where the shares of the Company are listed.~~

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

~~Article 125~~ Article 99 The validity of an act carried out by a director, general manager and other senior management members on behalf of the Company as against a bona fide third party shall not be affected by any irregularity in his/her employment, election or qualification.

Article 100 The directors shall comply with the laws, administrative regulations, and these Articles of Association. They shall bear the following obligations of fidelity to the Company:

(I) not to exploit his/her official functions and powers to accept bribes or other unlawful income, and not to expropriate the Company’s property;
(II) not to misappropriate the Company’s funds;
(III) not to open in his/her own name or in another person’s name any bank account for the purpose of depositing any of the Company’s assets or funds;
(IV) not to lend the Company’s funds to any other person or use the Company’s assets to provide any security for any other individual in violation of these Articles of Association or without the consent of the shareholders’ general meeting or the board of directors;

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(V) not to enter into any contract or transaction with the Company in violation of these Articles of Association or without the consent of the shareholders’ general meeting;
(VI) not to seek business opportunities accounted to the Company for himself/herself or any other persons by exploiting his/her official functions, or run the same type of business as those of the Company for himself/herself or for others, without the consent of the shareholders’ general meeting;
(VII) not to accept and embezzle commissions from transactions between other persons and the Company;
(VIII) not to disclose the Company’s confidential information without permission;
(IX) not to damage the interests of the Company by taking advantage of their related relationship with the Company;
(X) other obligations of fidelity provided by laws, administrative regulations, departmental rules and these Articles of Association.

The income incurred by the director in violation of the preceding paragraph shall be accounted to the Company; for any loss caused to the Company, he/she shall be liable for compensation.

The provisions of this Article concerning the obligations of fidelity shall also apply to senior management members.

Article 101 Directors shall abide by laws, administrative regulations and these Articles of Association and perform the following duties of diligence to the Company: (I) to exercise the rights conferred by the Company in a prudent, careful and diligent way so as to ensure that the business activities of the Company are in compliance with the laws, administrative regulations and various economic policies of the PRC, and that the business activities do not exceed the business scope specified in the business license of the Company; (II) to treat all shareholders equally; (III) to timely understand the business operations and management of the Company; (IV) to sign a written confirmation to the Company’s periodic reports, to ensure that the information disclosed by the Company is true, accurate and complete; (V) to provide information and materials according to the facts to the Supervisory Committee and not to hinder the Supervisory Committee or supervisors from exercising their powers; (VI) other duties of diligence as prescribed by the laws, administrative regulations, departmental rules and these Articles of Association. Items (IV), (V) and (VI) of this Article regarding the obligation of diligence shall also apply to senior management members.

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~~Article 126 In addition to obligations imposed by laws, administrative regulations or listing rules of the stock exchange(s) on which shares of the Company are listed, the Company’s directors, supervisors, general manager and other senior management members shall owe the following obligations to each shareholder in the exercise of the functions and powers granted to them by the Company:~~

~~(I) not to cause the Company to act beyond the scope of business as stipulated in its business license;~~
~~(II) to act in good faith in the best interests of the Company;~~
~~(III) not to deprive the property of the Company in any form, including (but not limited to) any opportunity favorable to the Company;~~
~~(IV) not to deprive the individual rights and interests of other shareholders, including (but not limited to) any distribution rights and voting rights, but excluding any plan of reorganization of the Company submitted to the general meeting for approval in accordance with these Articles of Association.~~

~~Article 127~~ Article 102 The Company’s directors, supervisors, general manager and other senior management members shall have an obligation, in the exercise of their rights or discharge of their obligations, to perform their due acts with care, diligence and skill as a reasonable and prudent person shall do under similar circumstances.

~~Article 128 The Company’s directors, supervisors, general manager and other senior management members shall, in the exercise of their duties, abide by the principles of honesty and creditability and shall not place themselves in a position where there is a possible conflict between their personal interests and their duties. This principle shall include (but not limited to) the fulfillment of the following obligations:~~

~~(I) to act in good faith in the best interests of the Company;~~
~~(II) to exercise powers within the scope of their functions and powers and not to act beyond such powers;~~
~~(III) to personally exercise the discretion vested in him, not to allow himself to be manipulated by another person and, not to delegate the exercise of his/her discretion to another party unless permitted by laws and administrative regulations or with the consent of the general meeting that has been informed;~~
~~(IV) to treat shareholders of the same class equally and to be impartial to shareholders of different classes;~~

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~~(V) not to enter into a contract, transaction or arrangement with the Company except as otherwise provided in these Articles of Association or with the consent of the general meeting that has been informed;~~
~~(VI) not to use Company properties for his/her own benefits in any way without the consent of the general meeting that has been informed;~~
~~(VII) not to use his/her functions and powers as a means for accepting bribes or other forms of illegal income, and not to illegally appropriate Company assets in any way, including (but not limited to) any opportunities that are favorable to the Company;~~
~~(VIII) not to accept commissions in connection with Company transactions without the consent of the general meeting that has been informed;~~
~~(IX) to abide by these Articles of Association, perform his/her duties faithfully, protect the interests of the Company and not to seek personal gain with his/her position, functions and powers in the Company;~~
~~(X) not to compete with the Company in any way without the consent of the shareholders’ general meeting that has been informed;~~
~~(XI) not to embezzle the Company’s funds, not to deposit the Company’s assets or funds in accounts opened in his/her own or in another’s name, and not to lend the Company’s funds to others or use the Company’s assets as security for the Company’s shareholders or other individuals in violation of the provisions of the Articles of Association or without the consent of the general meeting or the Board;~~
~~(XII) not to disclose confidential information relating to the Company that was acquired by him during his/her office without the consent of the general meeting that has been informed, and not to use such information except in the interests of the Company; however, such information may be disclosed to the court or other government competent authorities if:~~

~~1. required by law;~~

~~2. required for the public interest;~~

~~3. required for the interest of such director, supervisor, general manager or other senior management members.~~

~~The income derived by the person referred to in this Article in violation of this Article shall belong to the Company. If losses are caused to the Company, it shall be liable for compensation.~~

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~~Article 129 The director, supervisor, general manager or other senior management members of the Company may not incite the following persons or organizations (refer to as “connected persons”) to carry out matters that a director, supervisor, general manager or other senior management members may not themselves do:~~

~~(I) the spouse or minor child of a director, supervisor, general manager or other senior management members of the Company;~~
~~(II) the trustee of a director, supervisor, general manager or other senior management members of the Company or of any person referred in Item (I) hereof;~~
~~(III) the partner of a director, supervisor, general manager or other senior management members of the Company or of any person referred in Item (I) and (II) hereof;~~
~~(IV) the company over which a director, supervisor, general manager or other senior management members of the Company, alone or jointly with any person referred to in Item (I), (II) and (III) hereof or any other director, supervisor, general manager or other senior management members of the Company, has actual control;~~
~~(V) a director, supervisor, general manager or other senior management members of a company being controlled as referred to in Item (IV) hereof.~~

~~Article 130 The obligation of honesty and credibility of the Company’s directors, supervisors, general manager and other senior management members does not necessarily cease with the termination of their office. Their confidentiality obligation in relation to the Company’s trade secrets shall continue after the termination of their office. The term for which other obligations shall continue shall be decided upon in accordance with the principle of fairness, depending on the time lapse between the termination and the occurrence of the matter as well as the circumstances and conditions under which the relationship with the Company terminated.~~

~~Article 131 A director, supervisor, general manager or other senior management members of the Company may be relieved from liability for a specific breach of obligations by the general meeting that has been informed of the situation, except under circumstances as specified in Article 55 hereof.~~

~~Article 132~~ Article 103 If a director, a supervisor, general manager and other senior management members of the Company has directly or indirectly been vested a material interest in a contract, transaction or arrangement entered into or planned by the Company (except for their respective employment contract with the Company), he/she shall disclose the nature and extent of his/her interest to the Board at the earliest opportunity, whether or not the matter is normally subject to the approval of the Board.

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Unless otherwise specified by the stock exchange(s) where the shares of the Company are listed, directors shall not vote on any Board resolution approving a contract, transaction or arrangement in which they or any of their associates have a material interest (as defined in the applicable listing rules (in force from time to time) by the stock exchange(s) where the shares of the Company are listed) or any other relevant proposal, and the directors concerned shall not be counted in determining whether a quorum is present.

Unless the interested director, supervisor, general manager and other senior management members of the Company has disclosed such interest to the Board as required under the first paragraph hereof and the matter has been approved by the Board at a meeting in which he/she was not counted in the quorum and had refrained from voting, the Company shall have the right to void the contract, transaction or arrangement, except where the other party is a bona fide party acting without knowledge of the breach of obligation by the director, supervisor, general manager and other senior management members concerned.

A director, a supervisor, general manager and other senior management members of the Company shall be deemed to have an interest in any contract, transaction or arrangement in which a connected person of that director, supervisor, general manager and other senior management members has an interest.

~~Article 133~~ Article 104 If a director, supervisor, general manager and other senior management members of the Company gives a written notice to the Board before the conclusion of the contract, transaction or arrangement is first considered by the Company, stating that due to the contents as stipulated in the notice, he/she has an interest in the contract, transaction or arrangement that may subsequently be entered into by the Company, such director, supervisor, general manager and other senior management members of the Company shall be deemed for the purposes of the preceding Articles of this Chapter to have declared his/her interest, insofar as attributable to the scope stated in the notice.

~~Article 134 The Company shall not pay taxes in any way on behalf of its directors, supervisors, general manager and other senior management members.~~

~~Article 135 The Company may not directly or indirectly provide a loan or loan security to its directors, supervisors, general manager and other senior management members, those of its parent company, or connected persons of the above-mentioned persons.~~

~~The preceding paragraph shall not apply to the following circumstances:~~

~~(I) The provision by the Company of a loan to or loan security for its subsidiary;~~
~~(II) The provision of a loan or loan security or other funds by the Company to a director, a supervisor, general manager and other senior management of the Company under an employment contract approved by the general meeting, so as to enable him to pay the expenses incurred for a purpose in relation to the Company or for the performance of his/her Company duties;~~

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~~(III) The provision of a loan or loan security by the Company to a relevant director, a supervisor, general manager and other senior management members of the Company or to a connected person thereof on normal commercial terms, if the ordinary business scope of the Company expands to the lending of money or the provision of loan security.~~

~~Article 136 A loan provided by the Company in violation of the preceding Article shall be immediately repayable by the recipient of the loan, regardless of the terms of the loan.~~

~~Article 137 The Company may not be forced to perform a loan security provided by the Company in violation of the first paragraph of Article 135, except:~~

~~(I) when the loan is provided to a connected person of a director, supervisor, general manager and other senior management members of the Company or its parent company, and the loan provider is not aware of the circumstances;~~
~~(II) the collateral provided by the Company has been lawfully sold by the loan provider to a bona fide purchaser.~~

~~Article 138 For the purposes of the preceding Articles of this chapter, the “security” shall include an act whereby a guarantor assumes liability or provides property to guarantee or secure the performance of obligations by an obligor.~~

~~Article 139 If a director, supervisor, general manager and other senior management members of the Company breaches his/her obligations to the Company, the Company shall, in addition to any rights and remedies available under laws and administrative regulations, have a right to:~~

~~(I) require the relevant director, supervisor, general manager and other senior management members to compensate for the losses sustained by the Company as a consequence of his/her dereliction of duty;~~
~~(II) rescind any contract or transaction concluded by the Company with the relevant director, supervisor, general manager and other senior management members and any contract or transaction with a third party where such third party is aware or shall be aware that the director, supervisor, general manager and other senior management members representing the Company was in breach of his/her obligations to the Company;~~
~~(III) require the relevant director, supervisor, general manager and other senior management members to surrender the gains derived from the breach of his/her obligations;~~

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~~(IV) recover any funds received by the relevant director, supervisor, general manager and other senior management members that shall have been received by the Company, including (but not limited to) commissions;~~
~~(V) require the relevant director, supervisor, general manager and other senior management members to return any interest accrued or could have accrued on funds which should have been paid to the Company;~~
~~(VI) rule through legal proceedings that property obtained by the director, supervisor, general manager and other senior management members due to breach of obligations shall be owned by the Company.~~

~~Article 140 The Company shall enter into a written contract with each director, supervisor and senior management members concerning his/her emoluments and shall be approved general meeting in advance. The written contract shall include at least the following requirements:~~

~~(I) The director, supervisor and senior management members undertake to the Company that he/she has observed and complied with the Company Law, the Special Provisions, these Articles of Association, the Code on Takeovers and Share Repurchases of Companies of the stock exchange(s) where the shares of the Company are listed and other provisions of the stock exchange(s) where the shares of the Company are listed, and agrees that the Company will enjoy the remedies provided for in these Articles of Association and that the contract and the post shall not be assignable;~~
~~(II) The director, supervisor and senior management members undertake to the Company who acts on behalf of each shareholder that he/she will observe and perform his/her duties to shareholders under these Articles of Association;~~
~~(III) The arbitration clauses stipulated in Article 179 of these Articles of Association. The above-mentioned emoluments shall include:~~
~~(I) emoluments in respect of his/her service as a director, supervisor or senior management member of the Company;~~
~~(II) emoluments in respect of his/her service as a director, supervisor or senior management member of the subsidiary of the Company;~~
~~(III) emoluments otherwise in connection with the management of the Company or any subsidiary thereof;~~
~~(IV) funds as compensation for loss of office or retirement for the aforementioned directors and supervisors.~~

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~~Except pursuant to a contract entered into in accordance with the foregoing provisions, a director or supervisor shall not institute proceedings against the Company for any benefit due to him in respect of the matters specified above.~~

~~Article 141 The Company shall specify in the contract entered into with a director or supervisor concerning his/her emoluments that in the event of a takeover of the Company, a director or supervisor of the Company shall, subject to prior approval of the general meeting, have the right to receive compensation or other funds obtainable for loss of office or retirement.~~

~~For the purposes of the preceding paragraph, the term “a takeover of the Company” shall refer to any of the following circumstances:~~

~~(I) Anyone making a general offer to all the shareholders;~~
~~(II) Anyone making a general offer with the purpose of making the offeror as a controlling shareholder.~~

~~If the relevant director or supervisor fails to comply with this Article, any fund received by him shall belong to those persons who have sold their shares as a result of their acceptance of the above-mentioned offer, and the expenses incurred in the distribution of such funds on a proportional basis shall be borne by the relevant director or supervisor and may not be paid out of such fund.~~

Chapter 13 5 Financial and Accounting Systems

~~Article 142~~ Article 105 The Company shall establish its financial and accounting system in accordance with the laws, administrative regulations and the accounting standards formulated by the financial authority of the PRC.

~~Article 143~~ Article 106 The Company shall use RMB as the primary accounting currency.

The Company shall, at the end of each fiscal year, prepare a financial report, which shall be examined and verified according to law.

The financial statements of the Company shall be prepared in accordance with PRC accounting standards and regulations.

~~Article 144~~ Article 107 The Board of the Company shall at each annual general meeting submit to shareholders the financial reports prepared by the Company as required by relevant laws, administrative regulations, local government and regulatory documents issued by competent authorities.

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~~Article 145~~ Article 108 The Company shall not keep any accounting book other than the statutory accounting books. The assets of the Company shall not be kept under the account set up in the name of any individual.

~~Article 146~~ Article 109 The financial reports of the Company shall be made available at the Company for review by shareholders 20 days before the date of annual general meeting. Each shareholder shall be entitled to receive a copy of the financial reports referred to in this chapter.

The financial reports mentioned in the preceding paragraph include the Board’s report together with its balance sheet (including such documents as may be appended as required by the PRC laws or other laws and administrative regulations) and its statement of profit of loss (profit statement) or statement of income and expenditure (cash flow statement), or, without any violation of relevant PRC laws, a summary financial report approved by the stock exchange(s) where the shares of the Company are listed.

The Company shall, at least 21 days before the date of each annual general meeting, deliver or deliver by prepaid post the aforesaid financial reports to each holder of the overseas listed foreign shares of the Company at the addresses specified in the register of members. Subject to the laws, administrative regulations, departmental rules and the relevant provisions of the securities regulatory body in the place where the shares of the Company are listed, the Company may deliver such documents by announcement (including publication on the Company’s website).

~~Article 147~~ Article 110 The Company shall publish its financial reports twice in each fiscal year, i.e. the interim financial report within 60 days after the end of the first six months of a fiscal year and the annual financial report within 120 days after the end of a fiscal year. Any other requirements of the listing rules of the stock exchange(s) where the shares of the Company are listed shall be followed.

Any interim results or financial information published or disclosed by the Company shall be prepared in accordance with PRC accounting standards and regulations.

Chapter 14 6 Distribution of Profits

~~Article 148~~ Article 111 When the Company distributes the after-tax profits of the current year, 10% of the profits shall be allocated to the statutory reserve fund. No further contribution to the statutory reserves fund is required when the cumulative amount of the statutory reserves fund exceeds 50% of the registered capital of the Company.

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Where the Company’s statutory reserve fund is insufficient to cover the previous year’s losses, the Company shall first use the profits of the current year to cover the losses before withholding the statutory reserve fund according to the provisions of the previous paragraph.

After the Company withdraws the statutory reserve fund from the after-tax profits, it may also withdraw optional reserve fund from the after-tax profit upon the resolution of the general meeting.

The remaining after-tax profits of the Company after making up the losses and withdrawing the reserve funds are profits available for distribution to shareholders, and may be distributed according to the proportion of shares held by the shareholders based on the resolution of the general meeting.

If the provisions of the preceding paragraph are violated and the profits are distributed to the shareholders before the Company makes up the losses and withdraws the statutory reserve fund, the shareholders must return the profits distributed in violation of the provisions to the Company.

The Company’s shares held by the Company shall not participate in the distribution of profits.

~~Article 149~~ Article 112 The capital reserves fund shall include the following items:

(I) premium received in excess of the par value of the issued shares;
(II) other revenue as required by the competent financial authorities of the state to be so included.

~~Article 150~~ Article 113 The reserves funds of the Company may be used to cover its losses, expand the operation, or converted into the capital of the Company. However, the capital reserves fund shall not be used to cover the losses of the Company.

When the statutory reserve fund is converted into capital, the remaining statutory reserve fund shall not be less than 25% of the registered capital of the Company before the capital increase.

~~Article 151~~ Article 114 The Company may distribute dividends in either of the following forms (or both):

(I) Cash;
(II) Shares.

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~~Article 152~~ Article 115 The Company shall appoint receiving agents in Hong Kong on behalf of holders of the overseas listed shares to receive on behalf of such shareholders dividends declared and all other monies owing by the Company in respect of their overseas listed shares and hold such monies in his/her custody pending payment to the related shareholders.

The receiving agents appointed shall comply with the laws and the requirements of the stock exchange(s) where the shares of the Company are listed.

The receiving agents appointed on behalf of holders of the overseas listed shares shall be a company registered as a trust company under the Trustee Ordinance of Hong Kong.

For dividends that are not claimed by anyone, the Company may exercise the right of expropriation under the precondition of complying with the relevant laws and regulations of China, but the right shall be exercised only after the expiration of the applicable period.

The Company shall only cease sending dividend warrants to the holder of the overseas listed foreign shares by post if such warrants have been left uncashed after having been sent twice consecutively. Such power may be exercised by the Company after the first occasion on which such a warrant is returned undelivered.

In the case of anonymous warrant, no new warrant shall be issued to replace the lost warrant unless the Company is convinced that the original warrant has been destroyed beyond reasonable doubt.

The Company shall have the right to sell the shares of shareholders of overseas listed shares who are untraceable in a way deemed appropriate by the Board of directors, provided the following conditions are met:

(I) the dividends have been distributed at least three times to such shares within 12 years, and the dividends are not claimed by anyone during the period; and
(II) the Company publishes announcement in newspapers in the place where the shares of the Company are listed after the expiration of the 12-year period, stating its intention to sell the shares, and informs the stock exchange(s) where the shares of the Company are listed.

~~Article 153~~ Article 116 The Company shall pay cash dividends and other payments to holders of unlisted domestic shares in RMB. When the company pays cash dividends and other payments to the holders of overseas listed foreign shares, it shall be denominated and declared in RMB and paid in Hong Kong dollars. The foreign currencies required by the Company to pay cash dividends and other payments to the holders of overseas listed foreign shares shall be processed in accordance with relevant state regulations on foreign exchange control.

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Unless otherwise specified in the relevant laws and administrative regulations, the exchange rate for cash dividends and other payments paid in Hong Kong dollars shall be calculated on the basis of the average central parity rate of foreign currency against RMB published by the People’s Bank of China one calendar week prior to the date of announcement of the dividends and other payments.

Chapter 15 7 Engagement of Accounting Firms

~~Article 154~~ Article 117 The Company shall appoint an independent accounting firm which is qualified under relevant regulations of the PRC to audit the annual financial reports and other reports of the Company.

The first accounting firm of the Company may be appointed by the founding meeting prior to the first annual general meeting, and the term of office of the accounting firm shall expire at the end of the first annual general meeting.

~~Article 155~~ Article 118 The term of office of the accounting firm appointed by the Company shall commence from the conclusion of the annual general meeting at which the appointment is made and shall end at the conclusion of the next annual general meeting.

~~Article 156~~ Article 119 The accounting firm engaged by the Company shall have the right to:

(I) inspect books, records or vouchers of the Company at any time and to request any director, general manager or other members of the senior management of the Company to provide relevant materials and explanations;
(II) request the Company to take all reasonable measures to obtain from its subsidiaries such materials and statements as necessary for the accounting firm to perform its duties;
(III) attend general meetings, obtain any notice of the meeting or other information regarding to the meeting which any shareholder has the right to receive, and make a statement on matters concerning its engagement as the accounting firm of the Company in any general meeting.

The Company shall provide the accounting firm engaged by them with true and complete accounting vouchers, accounting books, financial accounting reports and other accounting materials and shall not refuse, conceal and make false reports.

~~Article 157~~ Article 120 If the office of the accounting firm becomes vacant, the Board may, prior to a general meeting is convened, appoint an accounting firm to fill such vacancy. During the period when such vacancy lasts, where the Company has any other accounting firms in office, such accounting firms may continue to act until the next annual general meeting of the Company and shall be eligible for re-election.

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~~Article 158~~ Article 121 Notwithstanding the terms of the contract between an accounting firm and the Company, the general meeting may, prior to the expiry of the term of office of any accounting firm, decide to remove such accounting firm from office by an ordinary resolution. Such removal from office shall not limit the rights of the accounting firm to claim for compensation.

~~Article 159~~ Article 122 The remuneration of the accounting firm or the mode of determination of the same shall be decided by ordinary resolution at the general meeting.

~~Article 160~~ Article 123 The decision to engage, remove or discontinue the engagement of an accounting firm shall be made by ordinary resolution at the general meeting of shareholders.

Where the general meeting proposes to pass a resolution to engage a non-incumbent accounting firm to fill any vacancy for the accounting firm, or renew the term of service of the accounting firm currently engaged by the Board to fill the vacancy, or remove an accounting firm before the expiry of its term of service, the following provisions shall be complied with:

(I) the proposal concerning such engagement or removal shall, prior to issuance of a notice of general meeting, be delivered to the accounting firm to be engaged or to leave or has left its position in the relevant accounting year;

Leaving position includes leaving by removal, resignation and retirement.

(II) if the accounting firm that is leaving office makes a written statement and request the Company to notify shareholders of such statement, the Company shall take the following measures unless the written statement is not received in time:
to specify in the notice issued for proposing a resolution that the accounting firm about to leave its position has made such statement;
to deliver a copy of such statement as an appendix to the notice to shareholders in the manner as required by the Articles of Association.
(III) if the Company fails to deliver the statement of the relevant accounting firm in accordance with (II) above, such accounting firm may request such statement to be read in a general meeting and make a further appeal;
(IV) the accounting firm that has left its position shall have the right to attend the following meetings:
the general meeting at the end of which its term of service shall expire;
the general meeting with a view to filling the vacancy caused by its removal;

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the general meeting convened due to its resignation.

The accounting firm that has left its position shall have the right to receive all notices of the foregoing meetings or other information relating to such meetings, and to make a statement on matters concerning its being the former accounting firm of the Company in the foregoing meetings.

~~Article 161~~ Article 124 The Company shall notify the accounting firm in advance before dismissing or discontinuance of engagement of such accounting firm. The accounting firm shall be allowed to present its view at the general meeting. Where the accounting firm resigns, it shall explain to the general meeting whether there is any impropriety on the part of the Company.

An accounting firm may submit its resignation by depositing at the legal residence of the Company a resignation notice which shall become effective on the date of such deposit or on such later date as may be stipulated in such notice. Such notice shall include the following:

a statement to the effect that there are no circumstances in relation to its resignation which should be brought to the notice of the shareholders or creditors of the Company; or
a statement of any relevant situations which needs to be brought to the notice.

The Company shall send a copy of the notice to the relevant authorities within 14 days upon receipt of the written notice specified in clause 2 of this Article. If the notice contains a statement specified in clause 2 of this Article, a copy of such statement shall be placed at the Company for shareholders’ inspection. The copy of such statement shall also be sent by mail to holder of the overseas listed shares of the Company at the address as recorded in the register of members.

Where the accounting firm’s notice of resignation contains a statement specified in clause 2 of this Article, the accounting firm may require the Board to convene a shareholders’ extraordinary general meeting for the purpose of giving an explanation of the circumstances connected with its resignation.

Chapter 16 8 Merger and Division of the Company

~~Article 162~~ Article 125 The merger or division of the Company shall require the preparation of a proposal by the Board. After such proposal has been adopted in accordance with the procedures specified in the Articles of Association, relevant approval procedures shall be carried out in accordance with the law. Shareholders that oppose the proposal for the merger or division of the Company shall have the right to require the Company or shareholders that are in favor of such proposal to purchase their shares at a fair price. The contents of resolutions approving the merger or division of the Company shall be compiled in a special document for inspection by shareholders.

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The aforesaid documents shall be sent to each holder of overseas listed shares by post.

~~Article 163~~ Article 126 A merger may take either the form of a merger by absorption or the form of a merger by new establishment.

If the Company is involved in a merger, the parties to the merger shall enter into a merger agreement and prepare a balance sheet and a property list. Within 10 days from the date of adoption of the merger resolution, the Company shall notify its creditors and within 30 days it shall make an announcement in the newspapers. Creditors shall, within 30 days of receiving written notice, or within 45 days of the date of the public announcement for those who have not received written notice, be entitled to require the Company to pay its debts in full or to provide a corresponding security for repayment.

Upon merger of the Company, the claims and debts of each party to the merger shall be succeeded to by the company surviving the merger or the new company established as a result of the merger.

~~Article 164~~ Article 127 If the Company is divided, its property shall be divided accordingly.

When the Company is divided, a balance sheet and a property list shall be prepared. The Company shall notify its creditors within 10 days from the date of adoption of the resolution on the division, and within 30 days it shall make an announcement in the newspapers.

The post-division companies shall be jointly and severally liable for the pre-division debts of the Company, unless otherwise stipulated in any written agreement on the settlement of debts entered into by the Company and its creditors prior to the division.

~~Article 165~~ Article 128 Where any change be made on the particulars for the Company’s registration due to its merger or division, the change shall be registered with the Company’s registrar in accordance with the law. If the Company is dissolved, de-registration of the Company shall be carried out in accordance with the law. If a new company is established, registration of the establishment of such company shall be carried out in accordance with the law.

Chapter 17 9 Dissolution and Liquidation of the Company

~~Article 166~~ Article 129 Under any of the following circumstances the Company shall be dissolved:

(I) dissolution of the Company is approved by a special resolution in the general meeting;
(II) merger or division of the Company requires a dissolution;

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(III) the Company’s business license is revoked, or it is ordered to close or is deregistered in accordance with laws;
(IV) the Company is ordered to close down due to violation of laws and administrative regulations;
(V) severe difficulties arise in the operation and management of the Company and its continued existence would cause material loss to the interests of the shareholders and such difficulties cannot be resolved through other means, in which case shareholders holding at least 10 percent of all shareholders’ voting rights of the Company may petition a People’s Court to dissolve the Company;
(VI) the Company is declared bankrupt in accordance with the law because it is unable to pay its debts as they fall due;
(VII) the term of operation stipulated under the Articles of Association has expired or other circumstance for dissolution specified herein has occurred. Where the Company is to be dissolved under the circumstance specified in item ( ~~7~~ VII) of the preceding clause, it may continue to exist by modifying the Articles of Association.

~~Article 167~~ Article 130 Where the Company is dissolved pursuant to Items (I), (III), (V) or (VII) of Article 1 ~~66~~ 29 of the Articles of Association, it shall establish a liquidation committee for liquidation within 15 days after the dissolution circumstance arises. The members of the liquidation committee shall be determined by an ordinary resolution of the general meeting. If the liquidation committee is not duly set up within the specified period, the creditors may request the people’s court to designate related persons to form a liquidation committee to carry out liquidation.

If the Company is dissolved pursuant to Item (IV) of Article 1 ~~66~~ 29 , a liquidation committee comprising shareholders, relevant departments and relevant professionals shall be established by relevant competent authority to carry out liquidation.

If the Company is dissolved pursuant to Item (VI) of Article 1 ~~66~~ 29 , a liquidation committee comprising shareholders, relevant departments and relevant professionals shall be established by the people’s court in accordance with relevant laws to carry out liquidation.

~~Article 168 If the Board decides to liquidate the Company (save for liquidation when the Company is declared bankrupt), the notice of general meeting to be held therefor shall contain a statement that the Board has made thorough investigation on the conditions of the Company and that the Company may repay all the debts of the Company within 12 months after commencement of liquidation.~~

~~After the resolution on liquidation is adopted at the general meeting, the functions and powers of the Board shall be terminated immediately.~~

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~~The liquidation committee shall, as per the instructions of the general meeting, report to the general meeting at least once a year on the revenues and expenses of the liquidation committee, the businesses of the Company and the progress of liquidation, and shall deliver a final report to the general meeting at the end of liquidation.~~

~~Article 169~~ Article 131 The liquidation committee shall exercise the following functions and powers during the period of liquidation:

(I) to liquidate the Company’s assets and compile a balance sheet and a property inventory separately;
(II) to inform creditors by notice or announcement;
(III) to deal with the outstanding businesses of the Company relating to liquidation;
(IV) to pay off the taxes owed and the taxes arising during liquidation;
(V) to clear credits and debts;
(VI) to dispose of the remaining assets of the Company after all the debts are paid off;
(VII) to participate in civil proceedings on behalf of the Company.

~~Article 170~~ Article 132 The liquidation committee shall notify all creditors within 10 days after its establishment and shall make announcements in newspapers within 60 days. The creditors shall declare their rights to the liquidation committee within 30 days after receipt of the notice or within 45 days after announcement if the creditors haven’t received the notice.

The creditors shall explain matters relating to their rights and provide relevant evidential documents. The liquidation committee shall register the creditor’s rights.

The liquidation committee shall not pay off any debts to any creditors during the period of declaration of creditor’s rights.

~~Article 171~~ Article 133 After the liquidation committee has liquidated the assets of the Company and has compiled a balance sheet and a property inventory, it shall formulate a liquidation proposal and submit such proposal to the general meeting or relevant competent authority for confirmation.

The assets of the Company shall be liquidated in the following order of priority: liquidation expenses; salaries, labour insurance premiums and statutory compensations for the employees of the Company; outstanding taxes; and other debts of the Company.

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The remaining assets of the Company after repayment as specified in the preceding paragraph shall be distributed to the shareholders of the Company as per the types of their shares and their shareholding percentages.

The Company shall not conduct any new business activity in the course of liquidation.

~~Article 172~~ Article 134 After the liquidation committee has liquidated the assets of the Company and compiled a balance sheet and a property inventory, if it discovers that the Company’s assets are insufficient to repay its debts in full, it shall immediately apply to the people’s court for declaration of bankruptcy of the Company.

Following a ruling by the people’s court that the Company is bankrupt, the liquidation committee shall transfer to the people’s court all matters relating to the liquidation.

~~Article 173~~ Article 135 Following the completion of the Company’s liquidation, the liquidation committee shall formulate a liquidation report, ~~a revenue and expenditure statement and financial account books in respect of the liquidation period. After they are verified by an accountant registered in China,~~ the liquidation committee shall submit the same to the general meeting or the relevant authorities in charge for confirmation. Within 30 days from the date of confirmation of the above-mentioned documents by the general meeting or the People’s Court, the liquidation committee shall deliver the same to the company registry, apply for cancellation of the Company’s registration and publicly announce the Company’s termination.

Chapter 20 18 Amendment to the Articles of Association

~~Article 174~~ Article 136 The Company may amend its Articles of Association in accordance with laws, administrative regulations and its Articles of Association.

~~Article 175~~ Article 137 Amendments to the Articles of Association shall become effective from the date of approval by the general meeting through special resolution; where such amendment to the Articles of Association as passed by the general meeting by a resolution shall be approved by the competent authority, it must be reported to the competent authority for approval; where any amendment involves the registered particulars of the Company, application shall be made for change of registration in accordance with the laws.

Chapter 19 21 Notice and Public Announcement

~~Article 176~~ Article 138 Notices (for the purposes of this Chapter, the term “notice” includes company communications and other written materials) of the Company shall be given or provided by one or more of the following means:

(I) By hand;
(II) by mail;

(III) by such electronic means as e-mail, fax, etc. or on information media;

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(IV) by way of a public announcement;
(V) other ways recognized by the regulatory authorities of the place where the shares of the Company are listed or required by the Articles of Association.

Unless otherwise specified in the Articles of Association, if a notice is issued by the Company to the shareholders of overseas listed foreign shares by way of announcement, the Company shall on the same day submit an electronic version of such announcement to the Hong Kong Stock Exchange through the electronic publishing system of the Hong Kong Stock Exchange for immediate release on the website of the Hong Kong Stock Exchange in accordance with the requirements of the local listing rules. Such announcement shall also be published on the website of the Company at the same time. In addition, the notice shall be delivered to each of the registered addresses as set forth in the register of holders of overseas listed foreign shares by way of personal delivery or pre-paid mail so as to give the shareholders sufficient notice and time to exercise their rights or take any action in accordance with the terms of the notice.

Unless otherwise provided in the Articles of Association, holders of the Company’s overseas listed foreign shares may elect in writing to receive corporate communication that the Company is required to deliver to shareholders either by electronic means or by post, and may also elect to receive either the Chinese or English version only, or both the Chinese and English versions. Such holders shall have the right to change their choices as to the manner of receiving and the language versions of the aforesaid information by giving a written notice to the Company in advance within a reasonable period in accordance with applicable procedures.

The Company may serve a notice to the shareholders whose registered address are located outside Hong Kong.

~~Article 177~~ Article 139 Unless otherwise provided in the Articles of Association, for a notice given by hand, the person on whom it is served shall sign (or affix his/her seal to) the acknowledgement slip, and the date on which he/she signed in receipt shall be the date of service;

Unless otherwise provided in the Articles of Association, for a notice given by mail, the date of service shall be 48 hours from the date of consignment to the post office;

Unless otherwise provided in the Articles of Association, for a notice given by fax, e-mail or publication on a website, the date on which such notice is dispatched shall be the date of service;

Unless otherwise provided in the Articles of Association, for a notice given by way of a public announcement, the first day of publication shall be the date of service. Such announcement shall be published in a newspaper that satisfies relevant regulations or given by the method set forth in the Articles of Association.

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~~Article 178~~ Article 140 If the listing rules in the place of listing require the Company to send, mail, issue, dispatch, publish or otherwise provide relevant documents of the Company in both English and Chinese versions, the Company may, to the extent permitted by laws and regulations and in accordance with applicable laws and regulations, (if a shareholder has so indicated) only send him or her the English versions or Chinese versions of documents if the Company has made sufficient arrangements to ascertain whether its shareholders wish to only receive English versions or Chinese versions of documents.

Chapter 20 Establishment of the Party Organization

Article 141 The Company shall adhere to the overall leadership of the Communist Party of China (“CPC”) and establish the grass-roots Party organizations of the CPC (hereinafter referred to as the “Organization”), carry out activities of the Party and provide the necessary conditions for the activities of the Party organizations in accordance with the provisions of the Constitution of the CPC.

Article 142 The Organization shall adhere to the overall leadership of the CPC, uphold the “two establishments” and the “two safeguards”, and conscientiously carry out the lines, policies, as well as laws and regulations of the CPC and the PRC.

Article 143 According to the Regulations on the Work of Branches of the Communist Party of China (for Trial Implementation), the branches of the Party in non-publicly owned economic organizations are mainly responsible for guiding and supervising the enterprises to abide by the laws and regulations of the PRC, uniting and cohesion of the employees and the masses, safeguarding the lawful rights and interests of all parties in accordance with the laws and regulations, constructing an advanced culture of the enterprises, and promoting the healthy development of the enterprises: the branches of the Party of social organizations are mainly responsible for guiding and supervising the social organizations to carry out their business in accordance with the laws and regulations and with integrity, educating and guiding staff to strengthen their political identity, and guiding and supporting social organizations to participate in social governance, provide public services and assume social responsibilities in an orderly manner. The Organization shall support the Party organization in the proper performance of the above duties.

Article 144 The Organization shall pay attention to the opinions and suggestions of the Party organization in major matters such as operation and development, ideological work of the staff, creation of spiritual civilization, and personnel arrangement, and shall invite the secretary of the Party organization to attend the relevant meetings of the management as necessary, and the relevant person-in-charge of the Organization shall also actively participate in the relevant activities of the Party organization.

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Article 145 The Organization shall support the work of the Party organization in its various activities, and shall pay attention to selecting the secretary and members of the Party organization from the management, and training the Party members to become the key personnel of the business and vice-versa. It shall support the Party organizations and their members to play their roles in promoting business development, cohesion of the employees and the masses, and serving the economy and society, and shall provide necessary support to the Party organizations in terms of office space for activities, staffing, and financial protection as required.

Article 146 In accordance with the relevant requirements and regulations of higher authorities, the Organization shall promptly amend, supplement and improve the provisions on the establishment of the Party organization in its Articles of Association.

Chapter 22 Settlement of Disputes

~~Article 179 The Company shall abide by the following principles for settlement of disputes:~~

~~(I) If any dispute or claim that concerns the Company’s affairs and is based on rights or obligations provided for in the Articles of Association, the Company Law and other relevant laws, administrative regulations arises between a holder of overseas listed foreign shares and between the Company and a director, a supervisor, the general manager or other senior management members of the Company, between a holder of overseas listed foreign shares and a director, a supervisor, the general manager or other senior management members of the Company or between a holder of overseas listed foreign shares and a holder of domestic shares, the parties concerned shall refer the dispute or claim to arbitration.~~

~~When a dispute or claim as described above is submitted to arbitration, the dispute or claim shall be submitted in its entirety, and all persons (being the Company or shareholders, directors, supervisors, the general manager or other senior management members of the Company) that have a cause of action due to the same facts or whose participation is necessary for the resolution of such dispute or claim shall abide by the arbitration.~~

~~Disputes in respect of the definition of shareholders and in relation to the register of members need not be resolved by arbitration.~~

~~(II) A claimant may elect for arbitration to be carried out at either the China International Economic and Trade Arbitration Commission in accordance with its arbitration rules or the Hong Kong International Arbitration Center in accordance with its securities arbitration rules. Once a claimant refers a dispute or claim to arbitration, the other party must submit to the arbitral body elected by the claimant.~~

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~~If the claimant elects for arbitration to be carried out at the Hong Kong International Arbitration Center, any party may request the arbitration to be conducted in Shenzhen in accordance with the securities arbitration rules of the Hong Kong International Arbitration Center.~~

~~(III) The resolution of any dispute or claim of rights referred to in term (1) above by arbitration is subject to the PRC laws, unless otherwise required by the laws and administrative regulations.~~
~~(IV) An arbitral award made by the arbitral body is final and binding on all parties.~~
~~(V) The agreement (including this rule of settlement of disputes) shall be reached by directors or senior management and the Company which represents both itself and each of the shareholders;~~
~~(VI) Any arbitration submitted shall be deemed as authorizing the arbitration tribunal to conduct a public hearing and to announce its verdict.~~

Chapter 2 3 1 Supplementary Provisions

~~Article 180~~ Article 147 The term “accounting firm” in these Articles of Association shall have the same meaning as “auditor”.

~~Article 181~~ Article 148 The term “actual controller” in these Articles of Association refers to a person who, although not a shareholder of the Company, is able, through investment relationships, agreements or other arrangements, to actually control the conduct of the Company.

~~Article 182~~ Article 149 The terms “over”, “within” in these Articles of Association shall include the number itself; while the terms “more than” and “other than” in these Articles of Association shall not include the number itself; and “day” refers to “natural days”.

~~Article 183~~ Article 150 The terms “related transaction” in these Articles of Association shall have the meaning of “related transaction” provided within the listing rules of the stock exchange(s) where the shares of the Company are listed.

~~Article 184~~ Article 151 The term “state” in these Articles of Association refers to the People’s Republic of China.

~~Article 185~~ Article 152 These Articles of Association are a translation from the original Chinese version. Should there be any discrepancies between the Chinese version and this English version or those of other languages (if any), the Chinese version shall prevail.

~~Article 186~~ Article 153 The power of interpretation of these Articles of Association shall be vested in the Board of the Company. Any matters not contained in these Articles of Association shall be proposed by the Board at the shareholders’ general meeting for approval.

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APPENDIX II BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS

Mr. Geng Jianfu (耿建富) , aged 58, was appointed as the chairman of the Board and an executive Director on April 6, 2020 and is responsible for decision-making, strategic planning and overall management of the Group. Mr. Geng Jianfu joined the Group in February 2016 and served as honorary chairman until April 2020, in which he was responsible for the Group’s strategic decisions.

Prior to joining the Group, from February 1995 to December 2000, Mr. Geng Jianfu served as the manager at RiseSun Construction Engineering Co., Ltd. No. 3 Branch Office (榮盛建設工程有限公司第三分公司), a company mainly engaged in construction work, where he was responsible for project management. He joined RiseSun Real Estate Development Co., Ltd. (榮盛房地產發展股份有限公司) (“ RiseSun Real Estate ”) in January 2001 and successively served as a deputy general manager of RiseSun Real Estate, the general manager of Langfang branch office and director of the board of RiseSun Real Estate until February 2016, where he was mainly responsible for comprehensive management of branch offices, investment and marketing development and property management. Mr. Geng Jianfu currently serves as the executive president of RiseSun Real Estate and is responsible for participating in the overall management of the real estate business. Mr. Geng Jianfu also concurrently serves as a director of various subsidiaries of RiseSun Real Estate and as a supervisor at RiseSun Holdings Co., Ltd. (榮盛控股股份有限公司) (“ RiseSun Holdings* ”).

Mr. Geng Jianfu graduated from China University of Petroleum (中國石油大學) in the PRC in July 1993, where he obtained a bachelor’s degree in business management. He obtained a master’s degree in industrial economics through distance learning from Wuhan University of Technology (武漢理工大學) in the PRC in December 2008. Mr. Geng Jianfu was certified as a Senior Engineer (高級工程師) by Hebei Provincial Title Reform Leading Group Office (河北省職稱改革領導小組辦公室) in December 2001 and a National First Class Registered Architect (國家一級註冊建造師) by Langfang Construction Engineering Secondary Professional School in September 2013.

Subject to the approval by way of an ordinary resolution at the EGM, the Company will enter into a service agreement with Mr. Geng Jianfu. The length of service will be three years commencing from the date of approval at the EGM of the Company. Mr. Geng Jianfu will not receive remuneration as an executive Director but is entitled to a remuneration of RMB1,800,000 (before tax) per annum as the chairman of the Board with bonus and allowances based on the performance appraisal results, which is recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities and contribution to the Company, the Company’s remuneration policy and the prevailing market conditions.

Mr. Geng Jianfu is the brother of Mr. Geng Jianming (our ultimate Controlling Shareholder) who is the father-in-law of Mr. Xiao Tianchi (our executive Director, the Board secretary and the joint company secretary).

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APPENDIX II BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS

Ms. Liu Hongxia (劉紅霞) (“ Ms. Liu ”), aged 45, was appointed as an executive Director on August 22, 2022. Ms. Liu joined the Group in June 2022 as the Group’s general manager and is responsible for overall operations and management of the Group.

Ms. Liu joined RiseSun Real Estate in 2001 and served as a development specialist of RiseSun Construction Engineering Co., Ltd. (榮盛建設工程有限公司) from July 2001 to February 2002, where she was responsible for business development of engineering projects. From February 2002 to July 2004, she served as the secretary of the chairman’s office of RiseSun Holdings, assisting the chairman in daily work arrangements. From July 2004 to December 2005, she served as the deputy director of the chairman’s office of RiseSun Holdings, where she was responsible for administrative management and participated in the management and operation. From December 2005 to May 2009, she served as the manager of the human resources department of RiseSun Holdings, where she was responsible for the human resources management. From May 2009 to March 2016, she served as the human resources director of RiseSun Real Estate, where she was responsible for the human resources management. From March 2016 to June 2022, she served as the general manager of the human resources information center of RiseSun Real Estate.

Ms. Liu graduated from Hebei Institute of Civil Engineering and Architecture (河北建築工程學院) with a bachelor’s degree in architectural engineering in July 2001. She obtained a master’s degree in business administration from Guanghua School of Management of Peking University (北京大學光華管理學院) in June 2017 and was awarded the title of engineer in May 2009.

Subject to the approval by way of an ordinary resolution at the EGM, the Company will enter into a service agreement with Ms. Liu. The length of service will be three years commencing from the date of approval at the EGM of the Company. Ms. Liu will not receive remuneration as an executive Director but is entitled to receive remuneration of RMB1,500,000 (before tax) per annum as the general manager of the Company with bonus or allowances based on the performance appraisal results, which is recommended by the remuneration committee of the Company and determined by the Board with reference to her duties and responsibilities and contribution to the Company, the Company’s remuneration policy and the prevailing market conditions.

As at the Latest Practicable Date, Ms. Liu is deemed to be interested in the 23,733,000 Shares held by Xianghe Shengyide Commercial Consulting Center (Limited Partner) (香河盛繹德商務信息諮詢中心 (有限合夥)) as its general partner.

Mr. Xiao Tianchi (肖天馳) (“ Mr. Xiao ”), aged 33, was appointed as an executive Director and the Board secretary on April 6, 2020 and a joint company secretary on June 8, 2020. He is responsible for assisting the chairman of the Board in strategic planning and capital operation management.

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APPENDIX II BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS

Prior to joining the Group, from September 2013 to August 2014, Mr. Xiao successively worked at fire police training bases (消防警官培訓基地) in Tianjin City and Jiangsu Province to learn professional skills and technologies related to firefighting and fire safety. From June 2013 to August 2017, he served as an acting deputy squadron leader and deputy political instructor at Xingpu Road Squadron of Nanjing Fire Brigade (南京市消防支隊興浦路中隊), where he was mainly responsible for fire-fighting and rescue operations, political education and work related to emergency management. He subsequently served as the staff officer at Gulou District Brigade of Nanjing Fire Brigade (南京市消防支隊鼓樓區大隊), where he was mainly responsible for supervising work related to firefighting and inspections of firefighting facilities and equipment in buildings. In August 2017, he was appointed as the captain staff of the Supervision and Management Section of Fire Prevention Supervision Department of Cangzhou Public Security Fire Brigade (滄州市公安消防支隊防火監督處監督管理科), where he was responsible for the review of fire safety specifications for architectural drawings. Mr. Xiao joined RiseSun Real Estate in December 2018 as an assistant to the chairman, where he was responsible for assisting the chairman of RiseSun Real Estate with daily work arrangements, supervising the implementation of business plans and participating in the company’s daily management until April 2020.

Mr. Xiao graduated from Shenzhen University (深圳大學) in the PRC in June 2013, where he obtained a bachelor’s degree in industrial design.

Subject to the approval by way of an ordinary resolution at the EGM, the Company will enter into a service agreement with Mr. Xiao. The length of service will be three years commencing from the date of approval at the EGM of the Company. Mr. Xiao will not receive remuneration as an executive Director but is entitled to receive a remuneration of RMB568,000 (before tax) per annum as the secretary to the Board with bonus or allowances based on the performance appraisal results, which is recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities and contribution to the Company, the Company’s remuneration policy and the prevailing market conditions.

Mr. Xiao is the son-in-law of Mr. Geng Jianming (our ultimate Controlling Shareholder and the brother of Mr. Geng Jianfu (the chairman of the Board and the executive Director)).

As at the Latest Practicable Date, Mr. Xiao is deemed to be interested in the Shares held by his spouse, Ms. Geng Fanchao. Mr. Xiao is deemed to hold 22,740,000 shares of the Company, representing 6.05% of the total share capital of the Company.

Mr. Zhang Wenge (張文革) (“ Mr. Zhang ”), aged 55, was appointed as a non-executive Director on April 6, 2020 and is responsible for providing guidance for the overall development of the Group.

Mr. Zhang joined the Group in June 2004 as the general manager of the Company until July 2007, where he was responsible for overall operations and management. He was appointed as our executive Director in December 2006 and resigned in February 2018.

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APPENDIX II BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS

Prior to joining the Group, Mr. Zhang had more than ten years of work experience in the hotel and property management industries. Mr. Zhang joined RiseSun Real Estate in July 2007 and successively served as the deputy general manager of Langfang Branch Office, director of property management and the general manager of the property management center until July 2017, where he was responsible for overall management and operations of the property management sector in RiseSun Development Group. Mr. Zhang currently also serves as a director and general manager at various subsidiaries of RiseSun Real Estate, where he is responsible for the overall operations and management of such subsidiaries.

Mr. Zhang graduated from Beijing International Studies University (北京第二外國語學院) in the PRC in July 1992, where he obtained dual bachelor’s degrees in Russian and Japanese.

Subject to the approval by way of an ordinary resolution at the EGM, the Company will enter into an appointment letter with Mr. Zhang. The length of service will be three years commencing from the date of approval at the EGM of the Company. Mr. Zhang, as a non-executive Director, does not receive remuneration from the Company.

Mr. Jin Wenhui (金文輝) (“ Mr. Jin ”), aged 53, was appointed as an independent non-executive Director on April 6, 2020 and is responsible for providing independent advice to the Board.

From July 1994 to December 1997, Mr. Jin was a teacher at Beijing Institute of Petrochemical Technology (北京石油化工學院). From December 1997 to December 2003, he successively served as an audit manager and senior partner at Zhongpeng Accounting Firm (中鵬會計師事務所), where he was responsible for managing audit projects. From May 2004 to July 2009, he served as the assistant to the president, the financial director, a director of the board and the vice president at RiseSun Holdings, and as the executive general manager at RiseSun Venture Capital Co., Ltd. (榮盛創業投資有限公司), a subsidiary of RiseSun Holdings, where he was mainly responsible for managing operations related to finance, auditing and investment. He worked at RiseSun Real Estate as a director of the board in January 2006 and was responsible for financial management and business decisions until January 2012. He also served as a supervisor at Langfang Ruisheng Investment Co., Ltd. (廊坊瑞盛投資股份有限公司), a subsidiary of RiseSun Real Estate, from May 2007 to February 2016, where he was responsible for supervising directors and senior management. After February 2016, Mr. Jin did not hold any position in RiseSun Holdings Group. In March 2011, Mr. Jin founded Beijing Jiahe Jinhui Venture Capital Co., Ltd. (北京佳禾金輝創業投資公司), a company mainly engaged in investment management and business consulting. He currently serves as its chairman of the board and general manager, and is mainly responsible for strategic planning and daily operation management. He has acted as an independent non-executive director of RiseSun Real Estate since November 2022.

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APPENDIX II BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS

Mr. Jin currently serves as a director at Oxford Vacmedix UK Ltd. and Changzhou Niujin Shisong Biotechnology Co., Ltd. (常州牛津石鬆生物科技有限公司), all of which are mainly engaged in the development of biomedical and biotechnology, technology transfer and provision of technical services. He is responsible for formulating company strategies and development plans.

Mr. Jin graduated from Beijing Institute of Petrochemical Technology (北京石油化工學院) in the PRC in July 1994, where he obtained a bachelor’s degree in accounting. He graduated from Nanyang Technological University in Singapore in May 2005, where he obtained a master’s degree in business administration. He graduated from Tianjin University of Finance and Economics (天津財經大學) in the PRC in December 2010, where he obtained a doctor’s degree in finance. Mr. Jin was certified as a Certified Public Accountant by Ministry of Finance in the PRC in May 1997. He obtained the Independent Director Qualification Certificate awarded by the Securities Association of China (中國證券業協會) in July 2003. He obtained the independent director qualification certificate issued by the Shenzhen Stock Exchange in November 2022.

Subject to the approval by way of an ordinary resolution at the EGM, the Company will enter into an appointment letter with Mr. Jin. The length of service will be three years commencing from the date of approval at the EGM of the Company. Pursuant to the appointment letter, Mr. Jin is entitled to a director’s fee of RMB150,000 per annum (before tax), which was determined by the Board on the recommendation of the remuneration committee of the Company with reference to his qualifications, experience, duties and responsibilities, and the prevailing market conditions.

Mr. Xu Shaohong Alex (許少宏) (“ Mr. Xu ”), aged 55, was appointed as an independent non-executive Director on August 22, 2022 and is responsible for providing independent advice to the Board.

Mr. Xu worked in the customer service department of HSBC Hong Kong Branch from 1993 to 2000; served as an assistant manager of the international private bank department of Citibank from 2000 to 2002; served as a department manager of customer service centre of HSBC from 2002 to 2003; served as a director of UBS Hong Kong Branch from 2005 to 2008; served as an executive director of Merrill Lynch (Asia Pacific) Limited from 2008 to 2009; served as a vice president of the private bank department of Credit Suisse from 2009 to 2011, responsible for private banking product sales and customer service; and served as a managing director of the investment bank department of Guosen Securities (Hong Kong) Co., Ltd. (國信證券(香港)有限公司) from January 2011 to April 2012, responsible for corporate financing and stock sales. Since 2012, Mr. Xu has been in charge of the team sales management and internal control, as well as compliance duties. He served as a managing director for China area of private bank department of BNP Paribas Hong Kong Branch from 2012 to 2016, responsible for review of team accomplishments and performance and other financial reports during his term of office; served as a managing director of Jupai Hong Kong Investment Limited (鉅派香港投資有限公司) from 2017 to 2018; served as a vice president and the head of wealth and sale department of Hong Kong Kaisa Technology Financial Group (香港佳兆業科技金融集團)

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APPENDIX II BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS

from 2018 to 2021; and work at Myriad Asset Management Company (萬方資產管理公司) in 2022, responsible for review of department performance and financial reports including reporting the financial statements of the entire finance department to the board of directors. Mr. Xu has more than 30 years’ experience in the area of commercial bank, investment bank and private bank service with extensive experience of financial services in Hong Kong and mainland China, and has expertise in stock block transactions and real estate project financing and providing professional investment advisory and asset management services.

Mr. Xu graduated from Shenzhen University in 1992, with a bachelor’s degree in arts, and has type 1, 4 and 9 licenses issued by Hong Kong Securities and Futures Commission and Hong Kong Monetary Authority.

Subject to the approval by way of an ordinary resolution at the EGM, the Company will enter into an appointment letter with Mr. Xu. The length of service will be three years commencing from the date of approval at the EGM of the Company. Pursuant to the appointment letter, Mr. Xu is entitled to a director’s fee of RMB150,000 per annum (before tax), which was determined by the Board on the recommendation of the remuneration committee of the Company with reference to his qualifications, experience, duties and responsibilities, and the prevailing market conditions.

Mr. Tang Yishu (唐義書) (“ Mr. Tang ”), aged 52, was appointed as an independent non-executive Director on August 18, 2020 and is responsible for providing independent advice to the Board.

From July 1993 to September 1998, Mr. Tang worked as a teacher at Beijing Wuzi University (北京物資學院). From September 1998 to June 2004, he successively served as a project manager, a department manager, the deputy general manager and a partner at Zhongshi Accounting Firm Co., Ltd. (中實會計師事務所有限責任公司), where he was mainly responsible for business development and overall management of the audit department. From July 2004 to September 2009, he worked as a partner and a deputy chief accountant at Beijing Lixin Changjiang Certified Public Accountants Co., Ltd. (北京立信長江會計師事務所有限公司), where he was mainly responsible for business development and overall management of the audit, consulting and quality control departments. From September 2009 to November 2017, he was a partner at Reanda Certified Public Accountants LLP (利安達會計師事務所(特殊普通合夥)). He is currently a partner at Zhongxinghua Certified Public Accountants LLP (中興華會計師事務所(特殊普通合夥)). Since February 2022, he has been serving as an independent non-executive director of Huarui Traffic Technology Co., Ltd. (華睿交通科技股份有限公司) and since June 2022, he has been serving as the Asia Pacific regional director of Prime Global.

Mr. Tang graduated from Beijing Wuzi University (北京物資學院) in the PRC in July 1993, where he obtained a bachelor’s degree in management engineering. He graduated from Deakin University in Australia in August 2002, where he obtained a master’s degree in accounting. Mr. Tang is currently a Certified Public Accountant in the PRC, a Certified Public Accountant in Hong Kong and a Certified Public Accountant in Australia.

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APPENDIX II BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS

Subject to the approval by way of an ordinary resolution at the EGM, the Company will enter into an appointment letter with Mr. Tang. The length of service will be three years commencing from the date of approval at the EGM of the Company. Pursuant to the appointment letter, Mr. Tang is entitled to a director’s fee of RMB150,000 per annum (before tax), which was determined by the Board on the recommendation of the remuneration committee of the Company with reference to his qualifications, experience, duties and responsibilities, and the prevailing market conditions.

Save as disclosed above, as at the Latest Practicable Date, the above Director Candidates confirmed that (i) he or she does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company; (ii) he or she does not hold any other position in the Company or any of its subsidiaries; (iii) he or she has not held any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; and (iv) he or she does not have interest in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, as at the Latest Practicable Date, there are no matters relating to their appointment that need to be brought to the attention of the Shareholders or the Stock Exchange. Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX III BIOGRAPHICAL DETAILS OF CANDIDATES FOR SUPERVISORS

Mr. Jing Zhonghua (景中華) (“ Mr. Jing ”), aged 45, was appointed as a Supervisor on April 6, 2020.

Prior to joining the Group, from July 2000 to December 2003, Mr. Jing served as an accounting head at Shenzhen Nanyou (Holdings) Corp. Ltd. (深圳市南油(集團)有限公司), a company mainly engaged in real estate development, where he was responsible for managing and overseeing the daily operations of the accounting department, monitoring and analyzing accounting data and producing financial reports or statements. From April 2004 to March 2010, he successively served as an accounting manager and financial manager at the Xi’an branch office of Gemdale Corporation (金地(集團)股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 600383), where he was responsible for overseeing the overall preparation, management and monitoring of corporate budgets and performing financial analysis, reporting and management activities. From March 2010 to June 2015, he successively served as the deputy general manager of the finance department of the Xi’an branch office and the director of the finance center at Longfor Group Holdings Limited (龍湖集團控股有限公司), a company listed on the Stock Exchange (stock code: 0960), where he was mainly responsible for financial management, tax management and audit and financial supervision. He first joined RiseSun Real Estate in July 2015 as the general manager of the financial center until February 2020. He was subsequently promoted to become and currently serves as, the vice president, and is responsible for the operations and management of the financial center, financial management and accounting management.

Mr. Jing graduated from Jiangxi University of Finance and Economics (江西財經大學) in the PRC in July 2000, where he obtained a bachelor’s degree in accounting. He was certified as a Certified Public Accountant by the Examination Committee of Certified Public Accountants of the Ministry of Finance in the PRC in December 2005.

Subject to the approval by way of an ordinary resolution at the EGM, the Company will enter into a service agreement with Mr. Jing. The length of service will be three years commencing from the date of approval at the EGM of the Company. Mr. Jing, as a shareholder representative supervisor, does not receive remuneration from the Company.

Mr. Yang Xi (楊熙) (“ Mr. Yang ”), aged 43, was appointed as a Supervisor on March 2, 2023. Mr. Yang has 21 years of experience in media and research in the real estate and property industries. From July 2004 to February 2008, Mr. Yang served as the chief editor at Sina.com Technology (China) Co., Ltd., an online media company, mainly responsible for managing the operation of the real estate channel. From February 2008 to January 2015, he worked as the chief editor of Beijing Yisheng Leju Information Service Co., Ltd., an online to offline real estate service provider listed on the New York Stock Exchange (stock code: LEJU), mainly responsible for website publishing and editing. From January 2015 to February 2019, he served as the Chief Operating Officer at Shanghai Weimi Business Information Consulting Co., Ltd., mainly responsible for the company’s operations and management. The company is mainly engaged in business information consulting services. Since February 2019, Mr. Yang have been working at Beijing CRMRI Information Technology Co., Ltd. as the legal representative, director, and manager, mainly responsible for the management of the company, which is mainly

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APPENDIX III BIOGRAPHICAL DETAILS OF CANDIDATES FOR SUPERVISORS

engaged in information technology business. He was appointed as an independent nonexecutive director of Dexin Service Group (stock code: 02215) since January 2021. Since May 2023, he has been working for Beijing Zhongwu Zhihui Information Technology Co., Ltd. (北京中物智匯信息科技股份公司) as a legal representative, director and manager, and is mainly responsible for the management of the company, which is mainly engaged in the information technology business.

Mr. Yang obtained a Bachelor’s degree in Arts from Beijing Technology and Business University in the PRC in June 2001. Since July 2019, Mr. Yang has been serving as the deputy secretary general of China Property Management Institute. Subject to the approval by way of an ordinary resolution at the EGM, the Company will enter into a service agreement with Mr. Yang. The length of service will be three years commencing from the date of approval at the EGM of the Company. Pursuant to the service agreement, Mr. Yang is entitled to a supervisor fee of RMB60,000 per annum (before tax), which was determined with reference to his qualifications, experience, duties and responsibilities, and the prevailing market conditions.

Mr. Zhang Yuanpeng (張元鵬) (“ Mr. Zhang ”), aged 30, was appointed as a Supervisor on May 22, 2020.

Since March 2018, Mr. Zhang has been serving as an assistant to the president at Zhongyu Gas Holdings Limited (中裕燃氣控股有限公司), a company listed on the Stock Exchange (stock code: 3633), and is responsible for implementing various tasks delegated by the president and coordinating with various departments.

Mr. Zhang graduated from Wuhan University (武漢大學) in the PRC in June 2015, where he obtained a bachelor’s degree in finance. He graduated from Lingnan University (嶺南大學) in Hong Kong in December 2017, where he obtained a master’s degree in human resource management and organizational behaviour.

Subject to the approval by way of an ordinary resolution at the EGM, the Company will enter into a service agreement with Mr. Zhang. The length of service will be three years commencing from the date of approval at the EGM of the Company. Pursuant to the service agreement, Mr. Zhang is entitled to a supervisor fee of RMB60,000 per annum (before tax), which was determined with reference to his qualifications, experience, duties and responsibilities, and the prevailing market conditions.

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APPENDIX III BIOGRAPHICAL DETAILS OF CANDIDATES FOR SUPERVISORS

Save as disclosed above, as at the Latest Practicable Date, the above Supervisor Candidates confirmed that (i) they do not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company; (ii) they do not hold any other position in the Company or any of its subsidiaries; (iii) they have not held any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; and (iv) they do not have interest in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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

Roiserv Lifestyle Services Co., Ltd. 榮萬家生活服務股份有限公司

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

(Stock code: 2146)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “ EGM ”) of Roiserv Lifestyle Services Co., Ltd. (the “ Company ”) will be held at 4:00 p.m. on Wednesday, November 29, 2023 at RiseSun Development Mansion, 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the People’s Republic of China (the “ PRC ”) for the following purposes:

ORDINARY RESOLUTIONS

To consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:

“To consider and approve the resolutions on election of Directors of the second session of the Board of the Company.”
1.01 “To consider and approve the election of Mr. Zhang Wenge as a non-executive Director, and to authorize the Board to fix his remuneration.”
1.02 “To consider and approve the election of Mr. Geng Jianfu as an executive Director, and to authorize the Board to fix his remuneration.”
1.03 “To consider and approve the election of Ms. Liu Hongxia as an executive Director, and to authorize the Board to fix her remuneration.”
1.04 “To consider and approve the election of Mr. Xiao Tianchi as an executive Director, and to authorize the Board to fix his remuneration.”
1.05 “To consider and approve the election of Mr. Jin Wenhui as an independent non-executive Director, and to authorize the Board to fix his remuneration.”

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

1.06 “To consider and approve the election of Mr. Xu Shaohong Alex as an independent non-executive Director, and to authorize the Board to fix his remuneration.”
1.07 “To consider and approve the election of Mr. Tang Yishu as an independent non-executive Director, and to authorize the Board to fix his remuneration.”
“To consider and approve the resolutions on election of Supervisors of the second session of the Supervisory Committee of the Company;”
2.01 “To consider and approve the election of Mr. Jing Zhonghua as a shareholder representative Supervisor, and to authorize the Supervisory Committee to fix his remuneration.”
2.02 “To consider and approve the election of Mr. Yang Xi as an external Supervisor, and to authorize the Supervisory Committee to fix his remuneration.”
2.03 “To consider and approve the election of Mr. Zhang Yuanpeng as an external Supervisor, and to authorize the Supervisory Committee to fix his remuneration.”

SPECIAL RESOLUTIONS

To consider and, if thought fit, pass with or without amendments the following resolutions as special resolutions:

“To consider and approve the change of registered address and the relevant amendments to Article 3 of the Articles of Association and to authorise the Directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters.”
“To consider and approve the change of business scope and the relevant amendments to Article 11 of the Articles of Association and to authorise the Directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters,”
“To consider and approve the proposed amendments to the Articles of Association of the Company (the “ Proposed Amendments ”) as set out in the circular of the Company dated November 10, 2023 and to authorize the directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters, and to make further amendments, if necessary, as required by the relevant governmental and/or regulatory authorities as a result of the Proposed Amendments.”

By order of the Board Roiserv Lifestyle Services Co., Ltd. Geng Jianfu Chairman and Executive Director

Langfang, the PRC, November 10, 2023

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

All resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited ( www.hkexnews.hk ) and the Company ( www.roiserv.com ) in accordance with the Listing Rules.
All shareholders of the Company are eligible for attending the EGM. Any shareholder of the Company entitled to attend and vote at the EGM convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the EGM and vote instead of him/her. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every shareholder of the Company present in person or by proxy shall be entitled to one vote for each share held by him/her.
In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be completed and returned to (i) the Company’s headquarters in the PRC at 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, PRC (for holders of domestic shares of the Company) or (ii) the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H shares of the Company) not less than 24 hours before the time appointed for the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude a shareholder of the Company from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.
For the purpose of determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Friday, November 24, 2023 to Wednesday, November 29, 2023 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the EGM, unregistered holders of H shares of the Company should ensure that all transfer documents together with the relevant share certificates are lodged with the Company’s H shares registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration, no later than 4:30 p.m. on Thursday, November 23, 2023.
The instrument appointing the proxy must be in writing and signed by the appointer or his/her attorney duly authorised in writing, or if the appointer is a legal person, either under a legal person’s seal or signed by its director or an attorney duly authorised in writing.
The EGM (or any adjournment thereof) is expected to take no more than half a day. Shareholders of the Company or their proxies attending the EGM (or any adjournment thereof) shall bear their own travelling and accommodation expenses.

As at the date of this notice, the board of directors comprises Mr. Geng Jianfu, Ms. Liu Hongxia and Mr. Xiao Tianchi as executive Directors; Mr. Zhang Wenge as non-executive Director; and Mr. Jin Wenhui, Mr. Xu Shaohong Alex and Mr. Tang Yishu as independent non-executive Directors.

– 98 –

NOTICE OF THE DOMESTIC SHAREHOLDERS’ CLASS MEETING

Roiserv Lifestyle Services Co., Ltd. 榮萬家生活服務股份有限公司

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

(Stock code: 2146)

NOTICE OF THE DOMESTIC SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN THAT the domestic Shareholders’ class meeting (the “ Domestic Shareholders’ Class Meeting ”) of Roiserv Lifestyle Services Co., Ltd. (the “ Company ”) will be held at 4:30 p.m. on Wednesday, November 29, 2023 at RiseSun Development Mansion, 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the People’s Republic of China (the “ PRC ”) for the following purposes:

SPECIAL RESOLUTION

To consider and, if thought fit, pass with or without amendments the following resolution as a special resolution:

“To consider and approve the proposed amendments to the Articles of Association of the Company (the “ Proposed Amendments ”) as set out in the circular of the Company dated November 10, 2023 and to authorize the directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters, and to make further amendments, if necessary, as required by the relevant governmental and/or regulatory authorities as a result of the Proposed Amendments.”

By order of the Board Roiserv Lifestyle Services Co., Ltd. Geng Jianfu

Chairman and Executive Director

Langfang, the PRC, November 10, 2023

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NOTICE OF THE DOMESTIC SHAREHOLDERS’ CLASS MEETING

Notes:

All resolutions at the Domestic Shareholders’ Class Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited ( www.hkexnews.hk ) and the Company ( www.roiserv.com ) in accordance with the Listing Rules.
All holders of Domestic Shares of the Company are eligible for attending the Domestic Shareholders’ Class Meeting. Any holder of Domestic Shares of the Company entitled to attend and vote at the Domestic Shareholders’ Class Meeting convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the Domestic Shareholders’ Class Meeting and vote instead of him/her. A proxy need not be a holder of Domestic Shares of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every holder of Domestic Shares of the Company present in person or by proxy shall be entitled to one vote for each share held by him/her.
In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be completed and returned to the Company’s headquarters in the PRC at 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, PRC not less than 24 hours before the time appointed for the Domestic Shareholders’ Class Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude a holder of Domestic Shares of the Company from attending and voting at the Domestic Shareholders’ Class Meeting or any adjourned meeting thereof should he/she so wish.
For the purpose of determining the entitlement to attend and vote at the Domestic Shareholders’ Class Meeting, the register of members of the Company will be closed from Friday, November 24, 2023 to Wednesday, November 29, 2023 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the Domestic Shareholders’ Class Meeting, unregistered holders of Domestic Shares of the Company should ensure that all transfer documents together with the relevant Domestic Share certificates are lodged with the Company’s headquarters in the PRC at 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, PRC, for registration, not later than 4:30 p.m. on Thursday, November 23, 2023.
The instrument appointing the proxy must be in writing and signed by the appointer or his/her attorney duly authorised in writing, or if the appointer is a legal person, either under a legal person’s seal or signed by its director or an attorney duly authorised in writing.
The Domestic Shareholders’ Class Meeting (or any adjournment thereof) is expected to take no more than half a day. Holders of Domestic Shares of the Company or their proxies attending the Domestic Shareholders’ Class Meeting (or any adjournment thereof) shall bear their own travelling and accommodation expenses.

– 100 –

NOTICE OF THE H SHAREHOLDERS’ CLASS MEETING

Roiserv Lifestyle Services Co., Ltd. 榮萬家生活服務股份有限公司

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

(Stock code: 2146)

NOTICE OF THE H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN THAT the H Shareholders’ class meeting (the “ H Shareholders’ Class Meeting ”) of Roiserv Lifestyle Services Co., Ltd. (the “ Company ”) will be held at 5:00 p.m. on Wednesday, November 29, 2023 at RiseSun Development Mansion, 81 Xiangyun Road, Economic and Technological Development Area, Langfang, Hebei Province, the People’s Republic of China (the “ PRC ”) for the following purposes:

SPECIAL RESOLUTION

To consider and, if thought fit, pass with or without amendments the following resolution as a special resolution:

“To consider and approve the proposed amendments to the Articles of Association of the Company (the “ Proposed Amendments ”) as set out in the circular of the Company dated November 10, 2023 and to authorize the directors of the Company to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), filing(s) and other related procedures or matters, and to make further amendments, if necessary, as required by the relevant governmental and/or regulatory authorities as a result of the Proposed Amendments.”

By order of the Board Roiserv Lifestyle Services Co., Ltd. Geng Jianfu Chairman and Executive Director

Langfang, the PRC, November 10, 2023

– 101 –

NOTICE OF THE H SHAREHOLDERS’ CLASS MEETING

Notes:

All resolutions at the H Shareholders’ Class Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited ( www.hkexnews.hk ) and the Company ( www.roiserv.com ) in accordance with the Listing Rules.
All holders of H Shares of the Company are eligible for attending the H Shareholders’ Class Meeting. Any holder of H Shares of the Company entitled to attend and vote at the H Shareholders’ Class Meeting convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the H Shareholders’ Class Meeting and vote instead of him/her. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every holder of H Shares of the Company present in person or by proxy shall be entitled to one vote for each share held by him/her.
In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be completed and returned to the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for the H Shareholders’ Class Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude a holder of H Shares of the Company from attending and voting at the H Shareholders’ Class Meeting or any adjourned meeting thereof should he/she so wish.
For the purpose of determining the entitlement to attend and vote at the H Shareholders’ Class Meeting, the register of members of the Company will be closed from Friday, November 24, 2023 to Wednesday, November 29, 2023 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the H Shareholders’ Class Meeting, unregistered holders of H shares of the Company should ensure that all transfer documents together with the relevant share certificates are lodged with the Company’s H shares registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration, no later than 4:30 p.m. on Thursday, November 23, 2023.
The instrument appointing the proxy must be in writing and signed by the appointer or his/her attorney duly authorised in writing, or if the appointer is a legal person, either under a legal person’s seal or signed by its director or an attorney duly authorised in writing.
The H Shareholders’ Class Meeting (or any adjournment thereof) is expected to take no more than half a day. Holders of H Shares of the Company or their proxies attending the H Shareholders’ Class Meeting (or any adjournment thereof) shall bear their own travelling and accommodation expenses.

– 102 –

AI assistant

Roiserv Lifestyle Services Co., Ltd. — Proxy Solicitation & Information Statement 2023

50399_rns_2023-11-10_e61e82ef-1261-4ae6-81ef-3246542467e8.pdf

Roiserv Lifestyle Services Co., Ltd. 榮萬家生活服務股份有限公司

(Stock code: 2146)

(6) NOTICE OF THE EXTRAORDINARY GENERAL MEETING; (7) NOTICE OF THE DOMESTIC SHAREHOLDERS’ CLASS MEETING; AND

(8) NOTICE OF THE H SHAREHOLDERS’ CLASS MEETING

the holder(s) of Domestic Share(s)

DEFINITIONS

Roiserv Lifestyle Services Co., Ltd. 榮萬家生活服務股份有限公司

(Stock code: 2146)

(8) NOTICE OF THE H SHAREHOLDERS’ CLASS MEETING

1. INTRODUCTION

2.1 Businesses to be considered at the EGM

2.2 Businesses to be considered at the Domestic Shareholders’ Class Meeting

2.3 Businesses to be considered at the H Shareholders’ Class Meeting

3.1 Matters of the EGM

Ordinary Resolutions

LETTER FROM THE BOARD

3.1.2 To consider and approve the resolution on election of Supervisors of the second session of the Supervisory Committee of the Company

Special Resolutions

3.2 Matters of the Domestic Shareholders’ Class Meeting

Special Resolution

3.3 Matters of the H Shareholders’ Class Meeting

Special Resolution

4. EGM, DOMESTIC SHAREHOLDERS’ CLASS MEETING AND H SHAREHOLDERS’ CLASS MEETING AND PROXY ARRANGEMENTS

5. VOTING BY POLL

6. CLOSURE OF REGISTER OF MEMBERS

7. RECOMMENDATION

8. RESPONSIBILITY STATEMENT

By order of the Board Roiserv Lifestyle Services Co., Ltd. Geng Jianfu

Articles of Association of Roiserv Lifestyle Services Co., Ltd.

Reprinted in [ ● ] ~~June~~ 2023

Contents

Articles of Association of Roiserv Lifestyle Services Co., Ltd.

Chapter 1 General Provisions

Chapter 2 Business Objectives and Scope of the Company

Chapter 3 Shares and Registered Capital

Chapter 4 Increase, Decrease and Repurchase of Shares

(I) public offering of ~~issuing~~ shares ~~to general public~~ ;

~~Chapter 5 Financial Assistance to Acquire Shares of the Company~~

Chapter 5 ~~6~~ Share Certificates and Register of Members

Chapter 6 ~~7~~ Rights and Obligations of Shareholders

Chapter 7 ~~8~~ General Meeting

~~Chapter 9 Special Voting Procedures for Shareholders of Different Classes~~

Chapter 8 ~~10~~ The Board Section 1 Directors

Section 2 The Board

Chapter ~~11~~ 9 Secretary to the Board

Chapter 10 ~~12~~ General Manager and Other Senior Management Members

Chapter ~~13~~ 11 Supervisory Committee

Chapter 12 ~~14~~ Qualifications and Duties of the Directors, Supervisors and Senior Management Members of the Company

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

Article 100 The directors shall comply with the laws, administrative regulations, and these Articles of Association. They shall bear the following obligations of fidelity to the Company:

Chapter 13 ~~5~~ Financial and Accounting Systems

Chapter 14 ~~6~~ Distribution of Profits

Chapter 15 ~~7~~ Engagement of Accounting Firms

Chapter 16 ~~8~~ Merger and Division of the Company

Chapter 17 ~~9~~ Dissolution and Liquidation of the Company

Chapter ~~20~~ 18 Amendment to the Articles of Association

Chapter 19 ~~21~~ Notice and Public Announcement

Chapter 20 Establishment of the Party Organization

~~Chapter 22 Settlement of Disputes~~

Chapter 2 ~~3~~ 1 Supplementary Provisions

Roiserv Lifestyle Services Co., Ltd. 榮萬家生活服務股份有限公司

(Stock code: 2146)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

Roiserv Lifestyle Services Co., Ltd. 榮萬家生活服務股份有限公司

(Stock code: 2146)

NOTICE OF THE DOMESTIC SHAREHOLDERS’ CLASS MEETING

SPECIAL RESOLUTION

By order of the Board Roiserv Lifestyle Services Co., Ltd. Geng Jianfu

Roiserv Lifestyle Services Co., Ltd. 榮萬家生活服務股份有限公司

NOTICE OF THE H SHAREHOLDERS’ CLASS MEETING

SPECIAL RESOLUTION

More from Roiserv Lifestyle Services Co., Ltd.

Roiserv Lifestyle Services Co., Ltd. Proxy Solicitation & Information Statement 2023

Reprinted in [ ● ] June 2023

(I) public offering of issuing shares to general public ;

Chapter 5 Financial Assistance to Acquire Shares of the Company

Chapter 5 6 Share Certificates and Register of Members

Chapter 6 7 Rights and Obligations of Shareholders

Chapter 7 8 General Meeting

Chapter 9 Special Voting Procedures for Shareholders of Different Classes

Chapter 8 10 The Board Section 1 Directors

Chapter 11 9 Secretary to the Board

Chapter 10 12 General Manager and Other Senior Management Members

Chapter 13 11 Supervisory Committee

Chapter 12 14 Qualifications and Duties of the Directors, Supervisors and Senior Management Members of the Company

Chapter 13 5 Financial and Accounting Systems

Chapter 14 6 Distribution of Profits

Chapter 15 7 Engagement of Accounting Firms

Chapter 16 8 Merger and Division of the Company

Chapter 17 9 Dissolution and Liquidation of the Company

Chapter 20 18 Amendment to the Articles of Association

Chapter 19 21 Notice and Public Announcement

Chapter 22 Settlement of Disputes

Chapter 2 3 1 Supplementary Provisions