THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Rongta Technology (Xiamen) Group Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or other transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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

RONGTA

Rongta Technology (Xiamen) Group Co., Ltd.

容大合眾(廈門)科技集團股份公司

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

(Stock Code: 9881)

(1) PROPOSED ELECTION OF NEW SESSION OF THE BOARD OF DIRECTORS;
(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE PROCEDURAL RULES OF THE SHAREHOLDERS' MEETING AND THE PROCEDURAL RULES OF THE BOARD OF DIRECTORS;
(3) PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE AND THE PROCEDURAL RULES OF THE SUPERVISORY COMMITTEE; AND
(4) NOTICE OF EGM

A notice convening the EGM to be held at Conference Room, 10/F, Building No. 1, No. 88 Tonghui South Road, Tong'an District, Xiamen, Fujian, the PRC on Tuesday, December 30, 2025 at 10:00 a.m. is set out on pages 157 to 159 of this circular. Form of proxy for use at the meeting is also published on the websites of the Stock Exchange (www.hkexnews.hk).

Whether or not you are able to attend the meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon. For holders of H Shares, you are required to return the form of proxy to the Company's Hong Kong share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre 16 Harcourt Road, Hong Kong. You are required to return the form of proxy as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the EGM (i.e. not later than 10:00 a.m. on Monday, December 29, 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish. For the avoidance of doubt, holders of treasury Shares (if any) shall abstain from voting at the EGM.

References to time and dates in this circular are to Hong Kong time and dates.

December 15, 2025

CONTENTS

Page

DEFINITIONS ... 1

LETTER FROM THE BOARD ... 3
I. INTRODUCTION ... 3
II. DETAILS OF THE RESOLUTIONS ... 4
III. EGM, FORM OF PROXY AND CLOSURE OF
REGISTER OF MEMBERS ... 5
IV. VOTING BY POLL ... 6
V. RECOMMENDATIONS ... 6
VI. RESPONSIBILITY STATEMENT ... 6

APPENDIX I - PROFILE OF DIRECTORS PROPOSED
TO BE ELECTED AND RE-ELECTED ... 7

APPENDIX II - PROPOSED AMENDMENTS TO THE ARTICLES
OF ASSOCIATION ... 12

APPENDIX III - PROPOSED AMENDMENTS TO THE PROCEDURAL
RULES OF THE SHAREHOLDERS'
MEETING ... 135

APPENDIX IV - PROPOSED AMENDMENTS TO THE PROCEDURAL
RULES OF THE BOARD OF DIRECTORS ... 172

NOTICE OF THE EGM ... 186

DEFINITIONS

In this circular, unless the context otherwise required, the following terms and expressions shall have the following meanings when used herein.

"AIDC"
automatic identification and data capture, a variety of technologies applied to automatically identify objects, collect data about them, and enter that data directly into computer systems without human intervention

"Articles of Association"
means the articles of association of the Company as amended from time to time

"Board" or "Board of Directors"
the board of Directors

"China" or "PRC"
the People's Republic of China for the purpose of this circular and for geographical reference only, except where the context requires, references in this circular to "China" and the "PRC" do not apply to Hong Kong, Macau Special Administrative Region and Taiwan Region

"Company"
Rongta Technology (Xiamen) Group Co., Ltd., a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Stock Exchange (Stock code: 9881)

"Company Law"
The Company Law of the PRC

"CSRC"
China Securities Regulatory Commission

"Director(s)"
the director(s) of the Company

"EGM"
the extraordinary general meeting of the Company to be held at Conference Room, 10/F, Building No. 1, No. 88 Tonghui South Road, Tong'an District, Xiamen, Fujian, the PRC on Tuesday, December 30, 2025 at 10:00 a.m.

"Group"
the Company and its subsidiaries

"H Share(s)"
overseas-listed foreign share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, listed on the Main Board of the Stock Exchange

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

DEFINITIONS
“HK$” or “HK dollars”	Hong Kong dollar(s), the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region
“Latest Practicable Date”	December 12, 2025, being the latest practicable date for the purpose of ascertaining certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)”	ordinary share(s) in the issued share capital of the Company, with a nominal value of RMB1.00 each
“Shareholder(s)”	the holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisor(s)”	the supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company
“%”	per cent

LETTER FROM THE BOARD

RONGTA

Rongta Technology (Xiamen) Group Co., Ltd.

容大合眾(廈門)科技集團股份公司

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

(Stock Code: 9881)

Executive Directors:

Mr. Xu Kaiming

Mr. Xu Kaihe

Ms. Lin Yanqin

Independent Non-executive Directors:

Dr. Lim Kim Huat

Dr. Yu Xiaoou

Dr. Huang Liqin

Headquarters, Registered Office and

Principal Place of Business in PRC:

Rongda Science and Technology Park

No. 88 Tonghui South Road

Tong'an District

Xiamen, Fujian

PRC

Principal Place of Business

in Hong Kong:

5/F

Manulife Place

348 Kwun Tong Road

Hong Kong

December 15, 2025

Dear Sir or Madam,

(1) PROPOSED ELECTION OF NEW SESSION OF

THE BOARD OF DIRECTORS;

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF

ASSOCIATION AND THE PROCEDURAL RULES OF

THE SHAREHOLDERS' MEETING AND

THE PROCEDURAL RULES OF THE BOARD OF DIRECTORS;

(3) PROPOSED ABOLISHMENT OF THE SUPERVISORY

COMMITTEE AND THE PROCEDURAL RULES OF

THE SUPERVISORY COMMITTEE; AND

(4) NOTICE OF EGM

I. INTRODUCTION

The purpose of this circular is to provide you with the notice of the EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

LETTER FROM THE BOARD

Resolutions to be proposed at the EGM for the Shareholders' consideration and approval by way of ordinary resolutions include the proposed election and re-election of Directors. The resolutions to be proposed at the EGM by way of special resolution include: (1) the proposed amendments to the Articles of Association, (2) the proposed amendments to the Procedural Rules of the Shareholders' Meeting; (3) the proposed amendments to the Procedural Rules of the Procedural Rules of the Board of Directors; and (4) the proposed abolishment of the Supervisory Committee and the Procedural Rules of the Supervisory Committee.

Details of the matters to be resolved at the EGM are set out in the notice of the EGM on pages 186 to 188 of this circular. To enable you to get a better understanding of the resolutions to be proposed at the EGM and make informed decisions with sufficient and necessary information, we have provided particulars thereon in this circular and the accompanying appendices.

II. DETAILS OF THE RESOLUTIONS

ORDINARY RESOLUTION

(1) Proposed Election and Re-Election of the Board of Directors of the Company

An ordinary resolution will be proposed at the EGM to consider and approve the election and re-election of the Board of Directors.

As the original term of appointment of each Director of the second session of the Board will expire, according to the consideration opinion and recommendations of the nomination committee of the Company, the Board proposed to elect and re-elect Mr. Xu Kaiming, Ms. Lin Yanqin and Mr. Fu Jianfang as executive Directors of the third session of the Board for a term of three years and to re-elect and elect Dr. Lim Kim Huat, Dr. Huang Liqin and Dr. Lai Shaojuan as independent non-executive Directors of the third session of the Board for a term of three years. The appointment of Directors for the third session of the Board shall become effective upon the approval from the Shareholders at the EGM.

Mr. Xu Kaihe and Dr. Yu Xiaoou will not stand for re-election as directors of the third session of the Board due to work arrangement. The term of office of Mr. Xu and Dr. Yu shall expire upon the conclusion of the EGM. Each of Mr. Xu and Dr. Yu confirms that there is no disagreement between him and the Company and there is no matter in relation to his retirement that needs to be brought to the attention of the Shareholders. The Company would like to thank Mr. Xu and Mr. Yu for his contribution to the Company.

The details of each of the nominated Directors are set out in Appendix I of this circular.

LETTER FROM THE BOARD

SPECIAL RESOLUTIONS

(2) Proposed Amendments to the Articles of Association and the Procedural Rules of the Shareholders' Meeting and the Procedural Rules of the Board of Directors

In order to fully implement laws, regulation and regulatory requirements, and further enhance the level of corporate governance, according to the provisions of the Company Law, the relevant regulatory requirements issued by the CSRC and other laws, regulations and normative documents, combined with the actual situation of the Company and in accordance with the principles for prudency, appropriateness and necessity, special resolutions will be proposed at the EGM to consider and approve the proposed amendment to each of the Articles of Association, the Procedural Rules of the Shareholders' Meeting and the Procedural Rules of the Board of Directors, the full texts of which are set out in Appendix II, Appendix III and Appendix IV respectively of this circular.

Save for the proposed amendments set out in relevant appendices to this circular, other provisions in the Articles of Association, the Procedural Rules of the Shareholders' Meeting and the Procedural Rules of the Board of Directors remain unchanged. Shareholders should be aware that the Articles of Association, the Procedural Rules of the Shareholders' Meeting and the Procedural Rules of the Board of Directors are written in Chinese. In the event of discrepancies between the Chinese version and the English translation, the Chinese version shall prevail.

(3) Proposed Abolishment of the Supervisory Committee and the Procedural Rules of the Supervisory Committee

The Company also proposed to abolish the Supervisory Committee, with the audit committee of the Company exercising the powers of the Supervisory Committee as prescribed by the Company Law, and the Procedural Rules of the Supervisory Committee and other relevant regulations shall be abolished accordingly.

The abolishment of the Supervisory Committee and the Procedural Rules of the Supervisory Committee will be proposed at the EGM for approval by the Shareholders by way of a special resolution.

III. EGM, FORM OF PROXY AND CLOSURE OF REGISTER OF MEMBERS

The notice convening the EGM at Conference Room, 10/F, Building No. 1, No. 88 Tonghui South Road, Tong'an District, Xiamen, Fujian, the PRC on Tuesday, December 30, 2025 at 10:00 a.m. is set out on pages 186 to 188 in this circular. The proxy form for use at the EGM is published on the websites of the Stock Exchange websites of the Stock Exchange (www.hkexnews.hk).

If you intend to attend the EGM by proxy, you are required to return the duly completed accompanying proxy form according to the instructions printed thereon. Shareholders who intend to attend the EGM by proxy are required to duly complete the proxy form and return the same to Tricor Investor Services Limited at 17/F, Far East Finance Centre 16 Harcourt Road, Hong Kong (for holders of H Shares) as soon as practicable but in any event not less than 24 hours before the time appointed for holding the EGM (i.e. not later than 10:00 a.m. on Monday, December 29, 2025, or any adjourned meeting thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM.

LETTER FROM THE BOARD

The register of members of H Shares has been scheduled to close from Tuesday, December 23, 2025 to Tuesday, December 30, 2025 (both days inclusive), both days inclusive, during which period no transfer of H Shares will be registered, in order to determine the holders of the H Shares who are entitled to attend and vote at the forthcoming EGM. The record date for determining the entitlement of the Shareholders to attend and vote at the EGM will be Tuesday, December 30, 2025. To be eligible to attend and vote at the EGM, all transfer documents together with the relevant share certificates must be lodged with the Company's H Share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Monday, December 22, 2025 for registration.

IV. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the EGM must be taken by poll except where the chairman of the EGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company shall publish an announcement in respect of the poll results of the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

To the best of the Directors' knowledge, information and belief, no Shareholders are required to abstain from voting at the EGM.

V. RECOMMENDATIONS

The Directors consider that all resolutions set out in the notice of EGM for consideration and approval by Shareholders are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all resolutions to be proposed at the EGM.

VI. RESPONSIBILITY STATEMENT

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

Yours faithfully,

By order of the Board

Rongta Technology (Xiamen) Group Co., Ltd.

Xu Kaiming

Chairman and Executive Director

APPENDIX I

PROFILE OF DIRECTORS PROPOSED TO BE ELECTED AND RE-ELECTED

Biographical details of the candidates proposed to be elected and re-elected as Directors at the EGM are set out below:

Executive Directors

Mr. Xu Kaiming (許開明), aged 43, founded the Group and was appointed as a Director on December 20, 2010. He was subsequently re-designated as an executive Director on March 26, 2024. He has been appointed as the chairman of the Board since October 14, 2019, the general manager of the Company since October 28, 2019 and the president of the Group since May 23, 2022. Mr. Xu is responsible for leading the Board and the overall management of the Group, and participates in the Group's operation and strategic planning. He has over 14 years of experience in the AIDC devices industry. He has been an executive director of Xingbang Trade Co., Ltd.* (廈門市興邦聯合貿易有限公司), a wholly-owned subsidiary of the Company since December 2016, where he has been responsible for the strategic planning and overall management of online sales of AIDC devices.

He has also been an executive director of Rongta Trade Co., Ltd.* (容大匯通(廈門)貿易有限公司), a wholly-owned subsidiary of the Company since December 2017, where he has been responsible for the strategic planning and overall management of sales of AIDC devices. Mr. Xu was selected as a “Young Entrepreneurial Talent” (青年創業人才) for the Fifth Youth Innovation and Entrepreneurship Talent Programme (第五批青年創新創業人才計劃) by the Organisation Department of Xiamen Committee of the Communist Party of China (中國共產黨廈門市委員會組織部) and the Xiamen Committee of the Communist Youth League of China (中國共產主義青年團廈門市委員會) in June 2020. He was also selected as one of the second batch of “Entrepreneurial Star” (創業之星) of Fujian by the Science and Technology Bureau of Xiamen (廈門市科學技術局) in August 2021.

Mr. Xu graduated in international economics and trade from Fuzhou University (福州大學) in Fujian, the PRC, in July 2004.

As at the Latest Practicable Date, Mr. Xu is directly interested in 30,354.873 H Shares and indirectly interested in 37,405,685 H Shares through Xiamen Rongxin Investment Co., Ltd. (廈門容信投資有限公司) and Xiamen Gaoli Zhongcheng Investment Partnership Limited Partnership (廈門高立眾成投資合夥企業(有限合夥)).

If Mr. Xu is re-elected as an executive Director, he will enter into a service contract with the Company for a term of three years from December 30, 2025 to December 30, 2028 and shall hold his office until the expiry of the term of the third session of the Board. Mr. Xu will not receive any director's fees or allowances from the Company for his directorship in the Company. Mr. XU is entitled to receive an annual salary in the amount of approximately RMB390,000 for his positions in the Group and a discretionary bonus. Such remuneration, including the discretionary bonus, are determined by the Board by reference to his work

APPENDIX I

PROFILE OF DIRECTORS PROPOSED TO BE ELECTED AND RE-ELECTED

performance, duties and responsibilities with the Company, the prevailing market rate and the remuneration policy of the Company, and are not covered by the service agreement entered into between Mr. Xu and the Company for the appointment of Mr. Xu as an executive Director.

Ms. Lin Yanqin (林燕琴), aged 39, was appointed as a Director on November 23, 2023 and subsequently re-designated as an executive Director on March 26, 2024. Ms. Lin is responsible for communicating and coordinating with various departments and supervising and inspecting the implementation of various work plans completion in each department.

Ms. Lin joined the Group in May 2013 as merchandiser in the Customer Service Department and was promoted as Manager of the Customer Service Department in March 2014, where she was responsible for coordination work in respect of the sales orders and after-sales work. Subsequently, Ms. Lin acted as the Specialist of the General Manager's Office (Manager level) since April 2018 and the Senior Specialist of the President's Office since July 2023 where she was responsible for managing the overall coordination work and general administrative work.

Ms. Lin graduated in international economics and trade from Concord University College Fujian Normal University (福建師範大學協和學院) in Fujian, the PRC in July 2009.

If Ms. Lin is re-elected as an executive Director, she will enter into a service contract with the Company for a term of three years from December 30, 2025 to December 30, 2028 and shall hold his office until the expiry of the term of the third session of the Board. Ms. Lin will not receive any director's fees or allowances from the Company for her directorship in the Company. Ms. Lin is entitled to receive an annual salary in the amount of approximately RMB220,000 for her positions in the Group and a discretionary bonus. Such remuneration, including the discretionary bonus, are determined by the Board by reference to her work performance, duties and responsibilities with the Company, the prevailing market rate and the remuneration policy of the Company, and are not covered by the service agreement entered into between Ms. Lin and the Company for the appointment of Ms. Lin as an executive Director.

Mr. Fu Jianfang (傅劍芳), aged 39, is a shareholder Supervisor and the general manager of the scales division of the Group. He is mainly responsible for supervising the business, the Directors and senior management of our Group and the management of the operations of the scales division. Mr. Fu joined our Group as the director of the engineering and new product introduction division on May 25, 2021 and has been appointed as the general manager of the scales division on July 22, 2022 and a Supervisor on November 10, 2022.

Mr. Fu has over 16 years of experience in electronic technology industry. He worked in TPK Touch Solutions (Xiamen) Inc. (宸鴻科技(廈門)有限公司) (“TPK Touch Solutions”), a company primarily engaged in manufacturing of optoelectronic devices and other electronic devices, and a group member of TPK Holding Co., Ltd. (宸鴻光電科技股份有限公司) (TWSE:3673) which is listed on the Taiwan Stock Exchange (together with its subsidiaries, the “TPK Group”) from September 2008 to March 2012. From April 2012 to January 2016, he

APPENDIX I

PROFILE OF DIRECTORS PROPOSED TO BE ELECTED AND RE-ELECTED

worked in Cando (Xiamen) Ltd. (達鴻先進科技(廈門)有限公司), a company primarily engaged in R&D and production of optical glass, conductive and non-conductive glass and capacitive touch screen glass, where he was responsible for engineering work. From February 2016 to August 2016, he worked in TPK Glass Solutions (Xiamen) Inc. (祥達光學(廈門)有限公司), a company primarily engaged in manufacturing of optoelectronic devices and other electronic devices. From September 2016 to May 2021, he returned to TPK Touch Solutions.

Mr. Fu obtained a bachelor's degree in architectural environment and facilities engineering from Jimei University (集美大學) in Xiamen, Fujian in July 2008.

If Mr. Fu is elected as an executive Director, he will enter into a service contract with the Company for a term of three years from December 30, 2025 to December 30, 2028 and shall hold his office until the expiry of the term of the third session of the Board. Mr. Fu will not receive any director's fees or allowances from the Company for his directorship in the Company. Mr. Fu is entitled to receive an annual salary in the amount of approximately RMB460,000 for his positions in the Group and a discretionary bonus. Such remuneration, including the discretionary bonus, are determined by the Board by reference to his work performance, duties and responsibilities with the Company, the prevailing market rate and the remuneration policy of the Company, and are not covered by the service agreement entered into between Mr. Fu and the Company for the appointment of Mr. Fu as an executive Director.

Independent Non-executive Directors

Dr. Lim Kim Huat (林駿華), aged 57, was appointed as an independent non-executive Director on March 27, 2023. Dr. Lim is responsible for supervising and providing independent opinion and judgment to the Board.

Dr. Lim obtained a Bachelor of Business Administration in Management and a Master of Business Administration from Northeast Louisiana University, USA (now known as the University of Louisiana at Monroe) in December 1988 and December 1990, respectively. Dr. Lim has also obtained a Doctor of Education from Charisma University of the United Kingdom in May 2023.

Dr. Lim began his career in the financial industry with Investor Security Company Inc., USA in 1991. Dr. Lim went on to work for the Investment Centre of Virginia, USA in 1993. Dr. Lim then worked in Malaysia with Leong & Company Sdn Bhd (which was acquired by Eon Capital Berhad and then merged with Hong Leong Bank Berhad) in 1999 and Kenanga Investment Bank Berhad (formerly known as K&N Kenanga) in 2008.

Dr. Lim worked in the following SFC licensed corporations in Hong Kong: (i) RHB Securities Hong Kong Limited from December 2008 to February 2010; (ii) Sanston Financial Group Limited as Head of Corporate Finance from May 2010 to September 2011; (iii) South China Finance and Management Limited, a wholly-owned subsidiary of South China Securities Limited (a company whose shares are listed on the Stock Exchange (stock code: 0619)) from

APPENDIX I

PROFILE OF DIRECTORS PROPOSED TO BE ELECTED AND RE-ELECTED

November 2011 to April 2015; (iv) Sinolink Securities (Hong Kong) Company Limited, a wholly-owned subsidiary of Sinolink Securities Co., Ltd. (a company whose shares are listed on the Shanghai Stock Exchange (stock code: 600109)) from April 2015 to April 2017; (v) Cinda International Capital Limited, a wholly-owned subsidiary of Cinda International Holdings Limited (a company whose shares are listed on the Stock Exchange (stock code: 0111)) from July 2017 to February 2022; (vi) Eminence Capital Partners Limited, a wholly owned subsidiary of Eminence Financial Group Limited (a company whose shares are listed on the Stock Exchange (stock code: 616)) from September 2022 to July 2024; and (vii) West Bull Securities Limited since October 2024. Dr. Lim has been West Bull Securities Limited’s responsible officer to carry out Type 1 (Dealing in Securities) and West Bull Financial Limited’s responsible officer to carry out Type 6 (Advising on Corporate Finance) regulated activities under the SFO since November 26, 2024.

If Dr. Lim is re-elected as an independent non-executive Director, he will enter into a service contract with the Company for a term of three years from December 30, 2025 to December 30, 2028 and shall hold her office until the expiry of the term of the third session of the Board. The annual basic emolument of Dr. Lim as an independent non-executive Director of the third session of the Board is HK$120,000 which is determined by the Board by reference to his work performance, duties and responsibilities with the Company, the prevailing market rate and the remuneration policy of the Company.

Dr. Huang Liqin (黄立勤), aged 51, was appointed as an independent non-executive Director on July 27, 2021. He is mainly responsible for supervising and providing independent opinion and judgment to the Board.

Dr. Huang has over 28 years of experience in the education sector. He has been appointed as a technician of central laboratory in August 1996 and later a professor in June 2016 of Fuzhou University (福州大學). He is currently a professor and assistant dean in Fuzhou University (福州大學).

Dr. Huang was awarded the Second Prize of the Science and Technology Progress Award of Fujian (福建省科學技術進步獎二等獎) for the year 2021 by the People’s Government of Fujian (福建省人民政府) in December 2022.

Dr. Huang obtained a doctor’s degree in communication and information system, and a master’s degree in computational mathematics from Fuzhou University (福州大學) in Fujian, the PRC in July 2009 and March 2001, respectively. He obtained a bachelor’s degree in information electronic technology from Zhejiang University (浙江大學) in Zhejiang, the PRC, in July 1996.

If Dr. Huang is re-elected as an independent non-executive Director, he will enter into a service contract with the Company for a term of three years from December 30, 2025 to December 30, 2028 and shall hold her office until the expiry of the term of the third session of the Board. The annual basic emolument of Dr. Huang as an independent non-executive

10 -

APPENDIX I

PROFILE OF DIRECTORS PROPOSED TO BE ELECTED AND RE-ELECTED

Director of the third session of the Board is RMB60,000 which is determined by the Board by reference to his work performance, duties and responsibilities with the Company, the prevailing market rate and the remuneration policy of the Company.

Dr. Lai Shaojuan (賴少娟), aged 38, obtained a Bachelor of Accounting from Xiamen University in July 2009, followed by a Master's and Ph.D. in Accounting from the Institute of Finance and Accounting at Xiamen University in July 2015.

Dr. Lai began her career in academia as a lecturer at the Xiamen National Accounting Institute in December 2015. She was later promoted to Associate Professor at the same institution in August 2020. Additionally, Dr. Lai served as a visiting scholar at the State University of New York at Stony Brook from November 2019 to June 2020.

Dr. Lai was awarded the Third Prize of the Xiamen Municipal Social Science Excellent Achievement Award (廈門市第十次社會科學優秀成果獎三等獎) for the 2013-2015 period by the People's Government of Xiamen (廈門市人民政府) in December 2016. Additionally, she received the Second Prize of the 13th Fujian Provincial Social Science Excellent Achievement Award (福建省第十三屆社會科學優秀成果獎二等獎) for the 2017-2018 period from the People's Government of Fujian (福建省人民政府) in December 2019.

If Dr. Lai is elected as an independent non-executive Director, she will enter into a service contract with the Company for a term of three years from December 30, 2025 to December 30, 2028 and shall hold her office until the expiry of the term of the third session of the Board. The annual basic emolument of Dr. Lai as an independent non-executive Director of the third session of the Board is RMB60,000 which is determined by the Board by reference to her work performance, duties and responsibilities with the Company, the prevailing market rate and the remuneration policy of the Company.

Save as disclosed above, each of the above Director candidates confirms that, (i) he/she has not held any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas or other major appointments and professional qualifications, nor has held any position in the Company or any of its subsidiaries; (ii) he/she has no relationship with any Director, Supervisors, senior management, substantial or controlling Shareholder of the Company; and (iii) as at the Latest Practicable Date, he/she does not have any other interest in the Shares of the Company (as defined in Part XV of the SFO).

Each of the candidates for independent non-executive Directors has met the independence requirements as set out in Rule 3.13 of the Listing Rules.

There is no other matter relating to the proposed appointment of Directors that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

11 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 1
The Articles of Association is formulated in accordance with the Company Law of the PRC (the “Company Law”), the Securities Law of the PRC (hereafter known as the “Securities Law”), Accounting Law of the People’s Republic of China, Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, Guidelines on the Articles of Association of Listed Companies, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereafter known as the “Hong Kong Listing Rules”) and other relevant provisions, for the purpose of safeguarding the legitimate rights and interests of the Company, its shareholders and creditors, and regulating the organization and activities of the Company.	Article 1
The Articles of Association is formulated in accordance with the Company Law of the PRC (the “Company Law”), the Securities Law of the PRC (hereafter known as the “Securities Law”), Accounting Law of the People’s Republic of China, Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, Guidelines on the Articles of Association of Listed Companies, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereafter known as the “Hong Kong Listing Rules”) and other relevant provisions, for the purpose of safeguarding the legitimate rights and interests of the Company, its shareholders, employees and creditors, and regulating the organization and activities of the Company.
Article 5
The Company’s address is No. 88 Tonghui South Road, Tong’an District, Xiamen City; Postal code 361000.	Article 5
The Company’s address is No. 88 Tonghui South Road, Tong’an District, Xiamen City; Postal code 361113361000.

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Article 8
The legal representative of the Company is the Chairman.	Article 8
The legal representative of the Company is the Chairman and shall be elected by a majority vote of the board of directors.

If a director or manager serving as the legal representative resigns, they shall be deemed to have simultaneously resigned as the legal representative.

If the legal representative resigns, the Company shall appoint a new legal representative within 30 days from the date of the resignation. |
| Newly added article | Article 9
The legal consequences of civil activities conducted by the legal representative in the name of the Company shall be borne by the Company.

Restrictions on the authority of the legal representative imposed by the Articles of Association or the shareholders' meeting shall not be asserted against a bona fide counterparty.

If the legal representative causes harm to others while performing their duties, the Company shall bear civil liability. After the Company assumes civil liability, it may, in accordance with the law or the provisions of the Articles of Association, seek recourse against the legal representative at fault. |

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Article 9

The Company’s total assets are divided into shares of equal par value and shareholders shall assume liability towards the Company to the extent of their respective shareholdings, and the Company shall be liable for its debts to the extent of all of its assets. | Article 10

As of the effective date of the Articles of Association, the Articles of Association shall be a legally binding document which regulates the Company’s organization and acts, governs the rights and obligations between the Company and the shareholders, and amongst the shareholders themselves, and shall constitute a legally binding document governing on the Company, its shareholders, directors, supervisors, senior management members. Pursuant to the Articles of Association, a shareholder may take legal action against the other shareholders, and the shareholders may take legal action against the Company’s directors, supervisors, general manager and other senior management members. The shareholders may take legal action against the Company. The Company may take legal action against its shareholders, directors, supervisors and other senior management members. | Article 11

As of the effective date of the Articles of Association, the Articles of Association shall be a legally binding document which regulates the Company’s organization and acts, governs the rights and obligations between the Company and the shareholders, and amongst the shareholders themselves, and shall be constitute a legally binding document governing on the Company, its shareholders, directors, supervisors, senior management members. Pursuant to the Articles of Association, a shareholder may take legal action against the other shareholders, and the shareholders may take legal action against the Company’s directors, supervisors, general manager and other senior management members. The shareholders may take legal action against the Company. The Company may take legal action against its shareholders, directors, supervisors and other senior management members. |

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Article 11
Other senior management members referred to in the Articles of Association means the deputy general managers and the chief financial officer and secretary of the Board.	Article 12
Other senior management members referred to in the Articles of Association means the general manager, deputy general managers and the chief financial officer and secretary of the Board.
Article 16
The shares of the Company shall be issued in a transparent, fair and equal manner, and shall rank pari passu with the shares of the same class.

The terms and price of each share of the same class in the same issue shall be the same, and every share subscribed by any entity or individual in the same issue shall have the same price. | Article 17
The shares of the Company shall be issued in a transparent, fair and equal manner, and shall rank pari passu with the shares of the same class. The terms and price of each share of the same class in the same issue shall-bare the same, and every share subscribed by the subscriber any entity or individual in the same issue shall havehas the same price. |
| Article 17
All the shares issued by the Company shall have a par value, with a nominal value of RMB1 per share. | Article 18
All the sharesShares with a par value issued by the Company shall have a par value, with a nominal value of RMB1 per share. their nominal value indicated in Renminbi. |

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Article 20
The Company is a joint stock limited company legally converted from “Rongta Technology (Xiamen) Group Co., Ltd.”. When Rongta Technology (Xiamen) Group Co., Ltd. was converted into a joint-stock company as a whole, all the original shareholders of the company, as promoters, subscribed for all the shares of the Company by converting the book net assets of Rongta Technology (Xiamen) Group Co., Ltd. held by them as of 31 July 2019 into shares. The number of shares subscribed by each promoter and the time of capital contribution are as follows:						Article 21
The Company is a joint stock limited company legally converted from “Rongta Technology (Xiamen) Group Co., Ltd.”. When Rongta Technology (Xiamen) Group Co., Ltd. was converted into a joint-stock company as a whole, all the original shareholders of the company, as promoters, subscribed for all the shares of the Company by converting the book net assets of Rongta Technology (Xiamen) Group Co., Ltd. held by them as of 31 July 2019 into shares. The total number of shares issued at the time of the Company’s establishment was 30 million, with a par value of RMB1 per share. The number of shares subscribed by each promoter and the time of capital contribution are as follows:
No.	Name of shareholder	Number of shares subscribed (10'000 shares)	Number of shareholding (RMB10,000)	Percentage of shareholding	Method of investment	Date of investment
1	Rongta Technology (Xiamen) Group Co., Ltd.	1,461.30	1,461.30	48.71%	shares converted from net assets	14 October 2019
2	Xu Kaiming	1,242.00	1,242.00	41.40%	shares converted from net assets	14 October 2019
3	Lin Huanan	102.90	102.90	3.43%	shares converted from net assets	14 October 2019
4	Xu Kaihe	73.20	73.20	2.44%	shares converted from net assets	14 October 2019
5	Yang Litie	43.20	43.20	1.44%	shares converted from net assets	14 October 2019
6	Xiamen Gaoli Hezhong Investment Partnership Limited Partnership	37.20	37.20	1.24%	shares converted from net assets	14 October 2019
7	Xiamen Gaoli Zhongcheng Investment Partnership Limited Partnership	21.30	21.30	0.71%	shares converted from net assets	14 October 2019
8	Li Cheng	18.90	18.90	0.63%	shares converted from net assets	14 October 2019
	Total	3,000.00	3,000.00	100.00%

APPENDIX II

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Article 21

The total number of shares of the Company is 94,733,000 shares, with a par value of RMB1 per share, all of which are RMB common shares. | Article 22

The total number of issued shares of the Company is 94,733,000 shares, with a par value of RMB1 per share, all of which are RMB common shares. The Company’s capital structure consists of 94,733,000 ordinary shares, with no other classes of shares. |
| Article 22

The Company and its subsidiaries (including its affiliates) shall not provide any financial assistance to any person purchasing or intending to purchase any shares of the Company in the form of gift, advancement, guarantee, compensation, loan or otherwise. | Article 23

The Company and its subsidiaries (including its affiliates) shall not provide financial assistance to others for the acquisition of the Company’s or its parent company’s sharesprovide any financial assistance to any person purchasing or intending to purchase any shares of the Company in the form of gift, advancement, guarantee, compensation, loanborrowing or otherwise, except when the Company implements an employee stock ownership plan.

For the benefit of the Company, a resolution may be passed by the shareholders’ meeting, or the board of directors may pass a resolution in accordance with the authorization of the Articles of Association or the shareholders’ meeting, allowing the Company to provide financial assistance to others for the acquisition of the Company’s or its parent company’s shares. However, the cumulative total of such financial assistance shall not exceed 10% of the total issued share capital. Resolutions passed by the board of directors shall require the approval of at least two-thirds of all directors. |

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Article 23

Based on the needs of operation and development, the Company may increase capital by the following means in accordance with the provisions of laws and regulations after the resolution is passed by the shareholders’ general meeting:

(1) public offering of shares;

(2) non-public offering of shares;

(3) distributing bonus shares to existing shareholders;

(4) conversion of reserve into share capital;

(5) other methods specified by laws, regulations, departmental rules and relevant normative documents. | Article 24

(1) public-offering of shares to unspecified objects;

(2) non-public-offering of shares to specified objects;

(3) distributing bonus shares to existing shareholders;

(4) conversion of reserve into share capital;

(5) other methods specified by laws, administrative regulations, departmental rules and CSRC-relevant normative documents. |
| Article 26

The Company may acquire its own shares through open centralised trading or other methods recognised by laws, regulations and the CSRC. Where the Company acquires its own shares due to the reason as set out in item (3), (5) or (6) of the first paragraph of Article 25 of the Articles of Association, the open centralised trading method shall be adopted. | Article 27

The Company may acquire its own shares through open centralised trading or other methods recognised by laws, administrative regulations and the CSRC. Where the Company acquires its own shares due to the reason as set out in item (3), (5) or (6) of the first paragraph of Article 256 of the Articles of Association, the open centralised trading method shall be adopted. |

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Article 27

Where the Company acquires its own shares due to the reason as set out in item (1) or (2) of the first paragraph of Article 25 of the Articles of Association, it shall be resolved at a shareholders’ general meeting. Where the Company acquires its own shares due to the reason as set out in item (3), (5) or (6) of the first paragraph of Article 25 of the Articles of Association, a resolution may be made at a board meeting attended by more than two-thirds of the directors in accordance with the provisions of the Articles of Association or the authorization of the shareholders’ general meeting.

Where the Company acquires its own shares due to the reason as set out in item (1) of the first paragraph of Article 30 of the Articles of Association, it shall cancel such shares within 10 days from the date of the acquisition. Where the Company acquires its own shares due to the reason as set out in item (2) or item (4) of the first paragraph of Article 30 of the Articles of Association, it shall transfer or cancel such shares within six months. Where the Company acquires its own shares due to the reason as set out in item (3), (5) or (6) of the first paragraph of Article 30 of the Articles of Association, the total number of its shares held by the Company shall not exceed 10% of its total issued shares, and such shares shall be transferred or cancelled within three years.

Where the relevant laws, administrative regulations, departmental rules, other regulatory documents and relevant provisions of the securities regulatory authorities where the Company’s shares are listed stipulate otherwise on relevant matters related to the aforesaid share repurchase, such provisions shall prevail. | Article 28

Where the Company acquires its own shares due to the reason as set out in item (1) or (2) of the first paragraph of Article 256 of the Articles of Association, it shall be resolved at a shareholders’ general meeting. Where the Company acquires its own shares due to the reason as set out in item (3), (5) or (6) of the first paragraph of Article 256 of the Articles of Association, a resolution may be made at a board meeting attended by more than two-thirds of the directors in accordance with the provisions of the Articles of Association or the authorization of the shareholders’ general meeting.

Where the Company acquires its own shares due to the reason as set out in item (1) of the first paragraph of Article 256 of the Articles of Association, it shall cancel such shares within 10 days from the date of the acquisition. Where the Company acquires its own shares due to the reason as set out in item (2) or item (4) of the first paragraph of Article 256 of the Articles of Association, it shall transfer or cancel such shares within six months. Where the Company acquires its own shares due to the reason as set out in item (3), (5) or (6) of the first paragraph of Article 256 of the Articles of Association, the total number of its shares held by the Company shall not exceed 10% of its total issued shares, and such shares shall be transferred or cancelled within three years.

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Original article	Revised article
Article 28

The shares of the Company may be transferred without any lien in accordance with the law. Except as otherwise provided by law, administrative regulations, the listing rules of the place where the Company’s shares are listed or the Articles of Association.

All transfers of H Shares shall be executed with a written instrument of transfer in general or ordinary format or any other format accepted by the board of directors (including the standard format of transfer or form of transfer as required by the Hong Kong Stock Exchange from time to time). The written transfer document may be signed by hand or by the valid seal of the Company (where the transferor or transferee is a company). If the transferor or transferee of the shares of the Company is a recognised clearing house as defined by relevant ordinances of Hong Kong laws in force from time to time (hereinafter referred to as the “Recognised Clearing House”) or its nominee, the signature on the written instrument of transfer may be signed by hand or 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 of directors from time to time. | Article 29

The shares of the Company mays shall be transferred without any lien in accordance with the law. Except as otherwise provided by law, administrative regulations, the listing rules of the place where the Company’s shares are listed or the Articles of Association.

The Company refuses its own stocks as the subject matter of pledge right. | Article 30

The Company refuses its own stocks shares as the subject matter of pledge right. |

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APPENDIX II

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Original article	Revised article
Newly added article	Article 31

Shares issued by the Company prior to its public offering may not be transferred within one year from the date the Company’s shares are listed and traded on a stock exchange. |
| Article 30

Shares of the Company held by the founders shall not be transferred within one year from the date of incorporation of the Company. The shares which have already been issued prior to the Company’s public offering shall not be transferred within one year after the Company’s stocks are listed on the stock exchange.

The directors, supervisors and senior management members of the Company shall report to the Company the shares held by them in the Company and any alterations to the shares so held, and the shares transferred each year by them during their terms of office shall not exceed 25% of their total shares in the Company; the shares of the Company held by them shall not be transferred within one year after the Company’s stocks are listed. The aforesaid persons shall not transfer the shares of the Company held by them for the period of six months after they leave the Company.

Where relevant provisions of the securities regulatory authority of the place where the Company’s shares are listed have otherwise provided for the restrictions on the transfer of overseas listed shares, such provisions shall prevail. | Article 32

The directors, supervisors—and senior management members of the Company shall report to the Company the shares (including preferred shares) held by them in the Company and any alterations to the shares so held, and the shares transferred each year by them during their terms of office determined at the time of appointment shall not exceed 25% of their total shares of the same class in the Company; the shares of the Company held by them shall not be transferred within one year after the Company’s stocks are listed. The aforesaid persons shall not transfer the shares of the Company held by them for the period of six months after they leave the Company.

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APPENDIX II

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Original article	Revised article
Article 31

Any gains from sale of the Company’s shares or other securities with an equity nature by the shareholders, Directors, supervisors and senior managers who hold more than 5% of the Company’s shares, within six months after their purchase of the same, or any gains from the purchase of the shares or other securities with an equity nature by any of the aforesaid parties within six months after sale of the same shall be paid to the Company, and the board of directors of the Company shall be responsible for recovering such gains from the abovementioned parties, except for the holding by a securities company of 5% or more of the Company’s shares as a result of its undertaking of the untaken shares in an offer, or such other circumstances as prescribed by the CSRC and the securities regulatory rules of the place where the shares of the Company are listed.

Shares or other securities with the nature of equity held by Directors, Supervisors, senior executives and individual shareholders as mentioned in the preceding paragraph include shares or other securities with the nature of equity held by their spouses, parents or children, or held by them by using other people’s accounts.

If the board of directors of the Company fails to comply with the first paragraph, the Shareholders are entitled to request the board of directors to do so within 30 days. If the board of directors of the Company fails to comply within the aforesaid period, the Shareholders are entitled to initiate litigation directly in the People’s Court in their own names for the interest of the Company.

If the board of directors of the Company fails to implement the provisions set forth in the first paragraph, the responsible Directors shall bear joint and several liabilities in accordance with law. | Article 33

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Original article	Revised article
Article 32

The Company shall maintain a register of shareholders with the evidence provided by the securities registration institution, and the register of shareholders shall be sufficient evidence of the shareholders’ shareholdings in the Company. A shareholder shall enjoy rights and assume obligations according to the class of shares held by him; shareholders who hold shares of the same class shall enjoy the same rights and assume the same obligations.

Any shareholder whose name has been registered in the register of shareholders or any person who requires to have his/her name (or description) entered into the register of shareholders has lost his/her share certificate(s) (the “original share certificate”), he/she may apply to the Company for the issue of (a) replacement certificate(s) in respect of such shares (the “relevant shares”). The application for the issue of replacement certificates by holders of H Shares who lost their share certificates shall be made in accordance with the laws, stock exchange regulations and other relevant regulations of the place where the original of the register of members of such H Shares is kept. | Article 34

The Company shall maintain a register of shareholders with the evidence provided by the securities registration and clearing institution, and the register of shareholders shall be sufficient evidence of the shareholders’ shareholdings in the Company. A shareholder shall enjoy rights and assume obligations according to the class of shares held by him; shareholders who hold shares of the same class shall enjoy the same rights and assume the same obligations.

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APPENDIX II

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Original article	Revised article
Article 34

The shareholders of the Company shall have the following rights:

(1) to receive dividends and profit distributions in any other form in proportion to the shares they hold;

(3) to supervise, make recommendations or make inquiries about the operations of the Company;

(4) to transfer, bestow or pledge shares held by them in accordance with laws, administrative regulations and provisions of the Articles of Association;

(5) to inspect and duplicate the Articles of Association, register of members, counterfoil of company debentures, minutes of shareholders’ general meetings, resolutions of meetings of the board of directors, resolutions of meetings of the board of supervisors and financial and accounting reports;

(6) in the event of the termination or liquidation of the Company, to participate in the distribution of the remaining property of the Company in proportion to the shares held by them; | Article 36

The shareholders of the Company shall have the following rights:

(1) to receive dividends and profit distributions in any other form in proportion to the shares they hold;

(2) to lawfully require, convene, preside over or attend shareholders’ general meetings either in person or by proxy, speak at the shareholders’ general meetings and exercise the corresponding voting right (except in cases where voting rights must be waived on specific matters as required by the securities regulatory rules of the place where the Company’s shares are listed);

(3) to supervise, make recommendations or make inquiries about the operations of the Company;

(4) to transfer, bestow or pledge shares held by them in accordance with laws, administrative regulations and provisions of the Articles of Association;

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(7) to require the Company to buy their shares in the event of their objection to resolutions of the shareholders’ general meeting concerning merger or division of the Company;	(6) in the event of the termination or liquidation of the Company, to participate in the distribution of the remaining property of the Company in proportion to the shares held by them;
(8) other rights conferred stipulated by the laws, administrative regulations, departmental rules or and the Articles of Association.	(7) to require the Company to buy their shares in the event of their objection to resolutions of the shareholders’ general meeting concerning merger or division of the Company;
The Hong Kong branch of the register of shareholders must be available for inspection by shareholders, but the Company can be allowed to suspend the shareholders’ registration in accordance with the terms equivalent to Section 632 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). That is, after giving notice by the Company, the register, or that part of the register relating to the holding of any shareholder, can be closed for one or more periods, but the total period of closure shall not exceed 30 days within any one year.	(8) other rights conferred stipulated by the laws, administrative regulations, departmental rules or and the Articles of Association.
	The Hong Kong branch of the register of shareholders must be available for inspection by shareholders, but the Company can be allowed to suspend the shareholders’ registration in accordance with the terms equivalent to Section 632 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). That is, after giving notice by the Company, the register, or that part of the register relating to the holding of any shareholder, can be closed for one or more periods, but the total period of closure shall not exceed 30 days within any one year.

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APPENDIX II

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Original article	Revised article
Article 35

If any shareholder proposes to inspect the relevant information mentioned in the preceding article or asks for information, the said shareholder shall provide the Company with written documents bearing evidence of the class and number of shares held by the said shareholder, and the Company will provide the information as required by the said shareholder upon verification of the said shareholder’s identity. | Article 37

If any shareholder proposes requests to inspect or copy the relevant information of the Company mentioned in the preceding article or asks for information, the said shareholder shall provide the Company with written documents bearing evidence of the class and number of shares held by the said shareholder, and the Company will provide the information as required by the said shareholder upon verification of the said shareholder’s identity comply with the Company Law, Securities Law and other laws and administrative regulations.

The Hong Kong branch of the register of shareholders must be available for inspection by shareholders, but the Company can be allowed to suspend the shareholders’ registration in accordance with the terms equivalent to Section 632 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). That is, after giving notice by the Company, the register, or that part of the register relating to the holding of any shareholder, can be closed for one or more periods, but the total period of closure shall not exceed 30 days within any one year. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 36

If any resolution of the shareholders’ general meeting or the board of directors of the Company violates the laws or administrative regulations, the shareholders shall have the right to request the people’s court to invalidate the resolution.

If the convening procedure or voting method of the shareholders’ general meetings or board of directors’ meetings violates the laws, administrative regulations or the Articles of Association or the contents of a resolution run counter to the Articles of Association, the shareholders shall have the right to request the people’s court to cancel such resolution within sixty days after passing the resolution. However, this shall not apply if the convening procedure or voting method of the shareholders’ meetings or board meetings involves only minor defects that have no substantive impact on the resolutions.

If the board of directors, shareholders, or other relevant parties dispute the validity of a shareholders’ meeting resolution, they shall promptly file a lawsuit with the people’s court. Prior to the people’s court issuing a judgment or ruling to revoke the resolution, the relevant parties shall implement the shareholders’ meeting resolution. The Company, directors, and senior management shall diligently perform their duties to ensure the normal operation of the Company.

The provisions of the Articles of Association concerning settlement of disputes shall apply to holders of H Shares. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article	Article 39

Under any of the following circumstances, a resolution of the Company’s shareholders’ meeting or board of directors shall be invalid:

(1) the resolution was made without convening a shareholders’ meeting or board meeting;

(2) no vote was taken on the matter resolved during the shareholders’ meeting or board meeting;

(3) the number of attendees or the voting rights held did not meet the quorum required by the Company Law or the Articles of Association;

(4) the number of persons or voting rights in favor of the resolution did not meet the thresholds required by the Company Law or the Articles of Association. |

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Original article	Revised article
Article 37

Where the Company incurs losses as a result of violation by directors and members of the senior management of laws, administrative regulations or the Articles of Association in the course of performing their duties with the Company, the shareholders individually or in aggregate holding 1% or more of the shares of the Company for more than 180 consecutive days shall be entitled to request in writing the board of supervisors to initiate proceedings to the People’s Court; where the Company incurs losses as a result of violation by the board of supervisors of any provisions of laws, administrative regulations or the Articles of Association in the course of performing its duties with the Company, such shareholders may make a request in writing to the board of directors to initiate proceedings to the People’s Court.

In the event that the board of supervisors or the board of directors refuses to initiate proceedings after receiving the written request of shareholders stated in the foregoing paragraph, or fails to initiate such proceedings within 30 days from the date of receiving such request, or in case of emergency where failure to initiate such proceedings immediately will result in irreparable damage to the Company’s interests, the shareholders described in the preceding paragraph shall have the right to for the benefit of the Company initiate proceedings to the People’s Court directly in their own names. | Article 40

Where the Company incurs losses as a result of violation by directors and members of the senior management other than members of the audit committee of laws, administrative regulations or the Articles of Association in the course of performing their duties with the Company, the shareholders individually or in aggregate holding 1% or more of the shares of the Company for more than 180 consecutive days shall be entitled to request in writing the audit committee board of supervisors to initiate proceedings to the People’s Court; where the Company incurs losses as a result of violation by the members of the audit committee board of supervisors of any provisions of laws, administrative regulations or the Articles of Association in the course of performing its duties with the Company, such shareholders may make a request in writing to the board of directors to initiate proceedings to the People’s Court.

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APPENDIX II

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Original article	Revised article
Where the Company incurs losses as a result of infringement upon the legitimate rights and interests of the Company by any other persons, the shareholders stated in the preceding paragraph 1 of this article may initiate proceedings to the People’s Court pursuant to the provisions of the first two paragraphs.	Where the Company incurs losses as a result of infringement upon the legitimate rights and interests of the Company by any other persons, the shareholders stated in the preceding paragraph 1 of this article may initiate proceedings to the People’s Court pursuant to the provisions of the first two paragraphs.

Where directors, supervisors, or senior management of a wholly-owned subsidiary of the Company violate laws, administrative regulations, or the provisions of the Articles of Association while performing their duties, thereby causing losses to the Company, or where the lawful rights and interests of the wholly-owned subsidiary are infringed upon by others resulting in losses, shareholders who have held at least 1% of the Company’s shares individually or collectively for 180 consecutive days or more may, in accordance with the first three paragraphs of Article 189 of the Company Law, submit a written request to the board of supervisors or the board of directors of the wholly-owned subsidiary to initiate legal proceedings in the people’s court, or may directly initiate legal proceedings in the people’s court in their own name.

If a wholly-owned subsidiary of the Company does not have a board of supervisors or supervisor but has established an audit committee, the provisions of the first and second paragraphs of this article shall apply. |

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Original article	Revised article
Article 39

The shareholders of the Company shall have the following obligations:

(1) to observe laws, administrative regulations and the Articles of Association;

(2) to pay capital contribution as per the shares subscribed for and the method of subscription;

(3) not to withdraw shares unless in the circumstances stipulated by laws and regulations;

(4) not to abuse shareholder’s right to harm the interests of the Company or other shareholders; not to abuse the Company’s position as an independent legal person or shareholder’s limited liability protection to harm the interests of the creditors of the Company;

(5) to fulfil other obligations stipulated by laws, administrative regulations and the Articles of Association.

If any shareholder of the Company abuses his/her shareholder’s right, thereby causing any loss to the Company or other shareholders, the said shareholder shall be liable for compensation according to law. If any shareholder of the Company abuses the Company’s position as an independent legal person or shareholder’s limited liability protection for the purpose of evading repayment of debts, thereby seriously damaging the interests of the creditors of the Company, the said shareholder shall bear joint and several liabilities for the Company’s debts. | Article 42

The shareholders of the Company shall have the following obligations:

(1) to observe laws, administrative regulations and the Articles of Association;

(2) to pay capital contribution as per the shares subscribed for and the method of subscription;

(3) not to withdraw their capital contributions shares unless in the circumstances stipulated by laws and regulations;

(5) to fulfil other obligations stipulated by laws, administrative regulations and the Articles of Association.

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APPENDIX II

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Original article	Revised article
Article 40
If any shareholder holding more than 5% voting shares of the Company pledges the said voting shares, the said shareholder shall submit a written report to the Company on the date on which the said pledge is executed.	Deleted article
Article 41
The controlling shareholder(s) or the de facto controller(s) of the Company shall not impair the interests of the Company by making use of their connected relationship. They shall be liable for damages if, as a result of violating the regulation, they cause the Company to sustain a loss.

The controlling shareholder and the de facto controllers of the Company shall bear the fiduciary duty toward the Company and retail shareholders. The controlling shareholder shall exercise his or her rights as an investor in strict compliance with relevant laws. It may not use such means as profit distribution, asset restructuring, external investment, capital occupation, loan guarantee, etc., to damage the legitimate rights and interests of the Company and retail shareholders, as well as not to make use of its controlling status to damage the interests of the Company and retail shareholders. | Article 43
The controlling shareholder(s) or the de facto controller(s) of the Company shall not impair the interests of the Company by making use of their connected relationship. They shall be liable for damages according to law if, as a result of abusing shareholders’ rights violating the regulation, they cause the Company or other shareholders to sustain a loss. The controlling shareholder and the de facto controllers of the Company shall bear the fiduciary duty toward the Company and retail shareholders. The controlling shareholder shall exercise his or her rights as an investor in strict compliance with relevant laws. It may not use such means as profit distribution, asset restructuring, external investment, capital occupation, loan guarantee, etc., to damage the legitimate rights and interests of the Company and retail shareholders, as well as not to make use of its controlling status to damage the interests of the Company and retail shareholders. If a shareholder of the Company abuses the Company’s position as an independent legal person or shareholder’s limited liability protection for the purpose of evading repayment of debts, thereby seriously damaging the interests of the creditors of the Company, the said shareholder shall bear joint and several liabilities for the Company’s debts. |

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Original article	Revised article
Newly added article (section 2 Controlling Shareholders and Actual Controllers)	Article 44
The controlling shareholders and actual controllers of the Company shall exercise their rights and fulfill their obligations in accordance with laws, administrative regulations, and the provisions of the CSRC and the stock exchange, and shall safeguard the interests of the Company.
Newly added article (section 2 Controlling Shareholders and Actual Controllers)	Article 45
The controlling shareholders and actual controllers of the Company shall comply with the following provisions:
(1) exercise shareholder rights in accordance with the law, and refrain from abusing controlling power or using affiliated relationships to harm the legitimate rights and interests of the Company or other shareholders;
(2) strictly fulfill public statements and various commitments made, and shall not unilaterally alter or exempt themselves from such commitments;
(3) strictly fulfill information disclosure obligations in accordance with relevant regulations, actively cooperate with the Company in carrying out information disclosure work, and promptly inform the Company of major events that have occurred or are planned to occur;
(4) shall not misappropriate the Company's funds in any form;
(5) shall not compel, instruct, or demand that the Company or related personnel provide guarantees in violation of laws or regulations;

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Original article	Revised article
	(6) shall not use undisclosed material information of the Company to seek benefits, disclose undisclosed material information related to the Company in any form, or engage in illegal or non-compliant activities such as insider trading, short-swing trading, or market manipulation;

(7) shall not harm the legitimate rights and interests of the Company and other shareholders through non-arm’s length related-party transactions, profit distribution, asset restructuring, external investments, or any other means;

(8) ensure the Company’s asset integrity, personnel independence, financial independence, organizational independence, and business independence, and shall not affect the Company’s independence in any way;

(9) observe other provisions stipulated by laws, administrative regulations, CSRC, rules of the stock exchange, and the Articles of Association.

If a controlling shareholder or actual controller of the Company does not serve as a director but actually manages the Company’s affairs, the provisions of the Articles of Association regarding directors’ duties of loyalty and diligence shall apply.

If a controlling shareholder or actual controller of the Company instructs a director or senior management member to engage in acts that harm the interests of the Company or shareholders, they shall bear joint and several liability with such director or senior management member. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article (section 2 Controlling Shareholders and Actual Controllers)	Article 46
Where a controlling shareholder or actual controller pledges the Company’s shares held or actually controlled by them, they shall maintain the stability of the Company’s control rights and production operations.
Newly added article (section 2 Controlling Shareholders and Actual Controllers)	Article 47
When a controlling shareholder or actual controller transfers the Company’s shares held by them, they shall comply with the restrictive provisions on share transfers stipulated by laws, administrative regulations, the CSRC, and the stock exchange, as well as any commitments they have made regarding restrictions on share transfers.
Article 42
The shareholders’ general meeting is the body by which the Company exercises its powers, and shall exercise the following functions and powers in accordance with the law:
(1) to decide on the Company’s operational policies and investment plans;
(2) to elect and replace directors and supervisors (other than the employee representatives), and to decide on matters regarding the remuneration of directors and supervisors;
(3) to consider and approve reports of the board of directors;
(4) to consider and approve reports of the board of supervisors;	Article 48
The shareholders’ meeting of the Company shall be composed of all shareholders. The shareholders’ general meeting is the body by which the Company exercises its powers, and shall exercise the following functions and powers in accordance with the law:
(1) to decide on the Company’s operational policies and investment plans;
(2)(1) to elect and replace directors and supervisors (other than the employee representatives), and to decide on matters regarding the remuneration of directors and supervisors;
(3)(2) to consider and approve reports of the board of directors;

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Original article	Revised article
(5) to consider and approve the Company’s proposed annual financial budget and final accounts;	(4) to consider and approve reports of the board of supervisors;
(6) to consider and approve plans for the distribution of company profits and plans to cover losses;	(5)(3) to consider and approve the Company’s plans for the distribution of profits proposed annual financial budget and final accounts plans to cover losses;
(7) to adopt resolutions on any increase or reduction in the registered capital of the Company;	(6) to consider and approve plans for the distribution of company profits and plans to cover losses;
(8) to pass resolutions on the issuance of company bonds;	(7)(4) to adopt resolutions on any increase or reduction in the registered capital of the Company;
(9) to adopt resolutions on matters such as any merger, breakup, dissolution or liquidation of the Company or any change in the legal form of the Company;	(8)(5) to pass resolutions on the issuance of company bonds;
(10) to amend the Company’s Articles of Association;	(9)(6) to adopt resolutions on matters such as any merger, breakup, dissolution or liquidation of the Company or any change in the legal form of the Company;
(11) to resolve on appointment, dismissal or non-renewal of appointment of the Company’s accounting firm and on the compensation matters of accounting firm;	(10)(7) to amend the Company’s Articles of Association;
(12) to examine and approve the provision of guarantees stipulated in Article 43;	(11)(8) to resolve on appointment, dismissal or non-renewal of appointment of the Company’s accounting firm engaged to undertake the Company’s audit business and on the compensation matters of accounting firm;
(13) to consider the purchase or sale in any one year of material assets valued in excess of 30% of the Company’s total assets as audited in the latest period;	(12)(9) to examine and approve the provision of guarantees stipulated in Article 43 of the Articles of Association;
(14) to consider and approve changes in the use of funds raised;	(13)(10) to consider the purchase or sale in any one year of material assets valued in excess of 30% of the Company’s total assets as audited in the latest period;
(15) to consider equity incentive plans and employees’ stock ownership plans;

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APPENDIX II

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Original article	Revised article
(16) to consider other matters as required by the laws, administrative regulations, departmental rules, the listing rules of the stock exchange where the shares of the Company are listed or the Articles of Association, which shall be decided by the shareholders’ general meeting.

(15)(12) to consider equity incentive plans and employees’ stock ownership plans;

(16)(13) to consider other matters as required by the laws, administrative regulations, departmental rules, the listing rules of the stock exchange where the shares of the Company are listed or the Articles of Association, which shall be decided by the shareholders’ general meeting.

The above-mentioned functions and powers of the shareholders’ general meeting shall not be exercised by the board of directors or other bodies and individuals on its behalf by way of delegation. except for the above matters, the shareholders’ general meeting may authorise or delegate the board of directors and/or persons authorised by the board of directors to carry out the matters it authorises or delegates, subject to the mandatory provisions of laws and regulations and the relevant laws and regulations and regulatory rules of the place where the Company’s shares are listed. However, the following exceptions apply: (1) the shareholders’ meeting may authorize the board of directors to adopt resolutions on the issuance of corporate bonds; (2) the shareholders’ meeting may authorize the board of directors to decide, within three years, on the issuance of shares not exceeding 50% of the issued shares, provided that capital contributions in the form of non-monetary property shall be resolved by the shareholders’ meeting; (3) other circumstances stipulated by laws, administrative regulations, CSRC, or the rules of the place where the Company’s shares are listed that may authorize the board of directors or other institutions and individuals to exercise such functions and powers. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 43

The following acts of external guarantee of the Company shall be submitted to the shareholders’ general meeting for deliberation and approval:

(1) any guarantee to be provided after the total amount of external guarantees provided by the Company and its controlling subsidiaries has exceeded 50% of the Company’s net assets as audited in the latest period;

(2) any guarantee to be provided after the total amount of external guarantees provided by the Company has exceeded 30% of the Company’s total assets as audited in the latest period;

(3) the amount of guarantee provided by the Company within one year exceeds 30% of the latest audited total assets of the Company;

(4) any guarantee to be provided for a party whose ratio of liabilities to assets exceeds 70%;

(5) the single guarantee for an amount more than 10% of the Company’s net assets audited in the latest period;

(6) the guarantee to be provided to a Shareholder, or to a de facto controller and related party thereof;

(7) other guarantee situations stipulated by relevant laws, administrative regulations, departmental regulations and normative documents or this Charter. | Article 49

The following acts of external guarantee of the Company shall be submitted to the shareholders’ general—meeting for deliberation and approval:

(2) any guarantee to be provided after the total amount of external guarantees provided by the Company has exceeded 30% of the Company’s total assets as audited in the latest period;

(3) the amount of guarantee provided by the Company within one year exceeds 30% of the latest audited total assets of the Company;

(4) any guarantee to be provided for a party whose ratio of liabilities to assets exceeds 70%;

(5) the single guarantee for an amount more than 10% of the Company’s net assets audited in the latest period;

(6) the guarantee to be provided to a Shareholder, or to a de facto controller and related party thereof;

(7) other guarantee situations stipulated by relevant laws, administrative regulations, departmental regulations and normative documents or this Charter. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Except for the external guarantees listed in items (1) to (7) of the preceding paragraph that must be approved by the shareholders’ meeting, the board of directors shall exercise the decision-making power on external guarantees in accordance with the provisions of the Articles of Association on the board of directors’ external guarantee approval authority. When the guarantee as referred to in item (2) of the preceding paragraph is considered at the shareholders’ general meeting, the same shall be approved by not less than two-thirds of the voting rights held by the shareholders present at the meeting.

Original article

Revised article

Except for the external guarantees listed in items (1) to (7) of the preceding paragraph that must be approved by the shareholders’ meeting, the board of directors shall exercise the decision-making power on external guarantees in accordance with the provisions of the Articles of Association on the board of directors’ external guarantee approval authority. When the guarantee as referred to in item (2) of the preceding paragraph is considered at the shareholders’ general meeting, the same shall be approved by not less than two-thirds of the voting rights held by the shareholders present at the meeting.

In deliberating a proposal regarding the provision of any guarantee for any shareholder, de facto controller and related party thereof, such shareholder or any shareholder subject to the direction of the de facto controller shall abstain from voting on such proposal, and such proposal shall be adopted with the approval of a majority of votes held by other shareholders present at the shareholders’ general meeting. | Except for the external guarantees listed in items (1) to (7) of the preceding paragraph that must be approved by the shareholders’ meeting, the board of directors shall exercise the decision-making power on external guarantees in accordance with the provisions of the Articles of Association on the board of directors’ external guarantee approval authority. When the guarantee as referred to in item (2) of the preceding paragraph is considered at the shareholders’ general meeting, the same shall be approved by not less than two-thirds of the voting rights held by the shareholders present at the meeting.

Should the Company incur any losses as a result of provision of external guarantees in violation of the provisions of the Articles of Association concerning the approval authority of the shareholders’ meeting and the board of directors for external guarantees, or the approval authority or consideration procedure, the Company is entitled to seek legal recourse against the relevant responsible persons. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 45

The Company shall convene an extraordinary general meeting within two months from the date of the occurrence of any of the following circumstances:

(1) where the number of directors falls below the number prescribed in the Company Law or below two-thirds of the number prescribed in the Articles of Association;

(2) where the Company’s unfunded losses reach one-third of total share capital paid in;

(3) where shareholders who individually or jointly hold no less than 10% of the Company’s stock request holding of such a meeting (shareholders who meet these requirements may include proposals in the extraordinary general meeting);

(4) where the board of directors deems it necessary;

(5) where the board of supervisors proposes such a meeting;

(6) in any other circumstances prescribed by laws, administrative regulations, departmental rules the listing rules of the stock exchange where the shares of the Company are listed or the Articles of Association. | Article 52

The Company shall convene an extraordinary shareholders’ general meeting within two months from the date of the occurrence of any of the following circumstances:

(1) where the number of directors falls below the number prescribed in the Company Law or below two-thirds of the number prescribed in the Articles of Association, i.e. the number of directors is less than five;

(2) where the Company’s unfunded losses reach one-third of total share capital paid in;

(3) where shareholders who individually or jointly hold no less than 10% of the Company’s shares (including preferred shares with restored voting rights) request holding of such a meeting (shareholders who meet these requirements may include proposals in the extraordinary shareholders’ general meeting);

(4) where the board of directors deems it necessary;

(5) where the board of supervisors audit committee proposes such a meeting;

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 46

The shareholders’ general meeting shall be held in a venue in the form of an on-site meeting or in other forms permitted by laws and regulations. The Company will also provide online voting or other stock methods that comply with laws, administrative regulations, the listing rules of the stock exchange where the company’s shares are listed or the Company’s Articles of Association to facilitate shareholders’ participation in the shareholders’ general meeting. Shareholders who participate in the shareholders’ general meeting through the above methods shall be deemed to be present. | Article 53

The Company shall convene a shareholders’ general meeting at the place where the Company domiciled. If necessary, the shareholders’ general meeting may be held at other locations relevant to the matters under consideration upon resolution of the board of directors. The shareholders’ general meeting shall be held in a venue in the form of an on-site meeting or in other forms permitted by laws and regulations. The Company will also provide online voting or other stock methods that comply with laws, administrative regulations, the listing rules of the stock exchange where the company’s shares are listed or the Company’s Articles of Association to facilitate shareholders’ participation in the shareholders’ meeting. Shareholders who participate in the shareholders’ general meeting through the above methods shall be deemed to be present. The shareholders’ meeting may be held not only at the meeting venue in the form of an on-site meeting, but also simultaneously through electronic communication means.

The place and time of an on-site meeting shall be convenient for the attendance by the shareholders, and the place of such on-site meeting shall not be changed without justifiable reason after the delivery of notice of shareholders’ meeting. If it is necessary to change the place of meeting, the convener shall publish an announcement stating the reasons at least two working days before such on-site meeting. If the meeting is postponed, the postponed date shall be stated in the announcement. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
	If there are special provisions under the securities regulatory rules in the place where the shares of the Company are listed regarding the procedures for postponing or canceling shareholders’ meeting, such provisions shall prevail provided that they do not violate the domestic regulatory requirements.
Newly added article	Article 54
When holding a shareholders’ meeting, the Company may engage lawyers to give legal opinions on the following matters:
(1) whether the procedures of convening and holding the meeting comply with the laws, administrative regulations and the Articles of Association;
(2) whether the qualifications of the attendees and the convener of the meeting are lawful and valid;
(3) whether the voting procedure and results of the meeting are lawful and valid;
(4) legal opinions on other relevant matters upon request by the Company.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 47

Any independent director may propose to the board of directors that an interim shareholders’ general meeting be held. Where an independent non-executive director proposes that an interim shareholders’ general meeting be held, the board of directors shall, in accordance with laws, administrative regulations and the Articles of Association, give a written response on whether or not it agrees that an interim shareholders’ general meeting should be held within ten days of receiving the proposal. Where the board of directors agrees to hold an interim shareholders’ general meeting, it shall send out a shareholders’ general meeting notice within five days of making its resolution; where the board of directors declines to hold an interim shareholders’ general meeting, its reasons shall be given and announced.

Unless otherwise provided by laws, administrative regulations, departmental rules, or the listing rules of the stock exchange where the Company’s shares are listed. | Article 55

The board of directors shall convene a shareholders’ meeting on time within the specified period.

Upon approval by the majority of all the independent directors, aAny independent director may propose to the board of directors that an extraordinary shareholders’ meeting be held. Where an independent director proposes that an extraordinary shareholders’ meeting be held, the board of directors shall, in accordance with laws, administrative regulations and the Articles of Association, give a written response on whether or not it agrees that an extraordinary shareholders’ meeting should be held within ten days of receiving the proposal. Where the board of directors agrees to hold an extraordinary shareholders’ meeting, it shall send out a shareholders’ meeting notice within five days of making its resolution; where the board of directors declines to hold an extraordinary shareholders’ meeting, its reasons shall be given and announced.

Unless otherwise provided by laws, administrative regulations, departmental rules, or the listing rules of the stock exchange where the Company’s shares are listed. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 48

The board of supervisors may propose to the board of directors that an interim shareholders’ general meeting be held and shall make any such proposal to the board of directors in writing. The board of directors shall, in accordance with laws, administrative regulations and the Articles of Association, give a written response on whether or not it agrees that an interim shareholders’ general meeting should be held within ten days of receiving the proposal.

Where the board of directors agrees to hold an interim shareholders’ general meeting, it shall send out a shareholders’ general meeting notice within five days of making its resolution. Changes to the original proposal(s) in the notice shall be subject to the consent of the board of supervisors.

Where the board of directors declines to hold an interim shareholders’ general meeting nor does it respond within 10 days upon receipt of the proposal, the board of directors shall be deemed to be incapable of or has failed in performing the duty of convening a shareholders’ general meeting, in which case the board of supervisors may convene and preside over such meeting by itself. As far as possible, the procedures for convening a meeting shall be the same as that for convening a shareholders’ general meeting by the board of directors. | Article 56

The board of supervisors audit committee may propose to the board of directors that an extraordinary shareholders’ general meeting be held and shall make any such proposal to the board of directors in writing. The board of directors shall, in accordance with laws, administrative regulations and the Articles of Association, give a written response on whether or not it agrees that an extraordinary shareholders’ general meeting should be held within ten days of receiving the proposal.

Where the board of directors agrees to hold an extraordinary shareholders’ general meeting, it shall send out a shareholders’ general meeting notice within five days of making its resolution. Changes to the original proposal(s) in the notice shall be subject to the consent of the board of supervisors audit committee.

Where the board of directors declines to hold an extraordinary shareholders’ general meeting nor does it respond within 10 days upon receipt of the proposal, the board of directors shall be deemed to be incapable of or has failed in performing the duty of convening a shareholders’ general meeting, in which case the board of supervisors may convene and preside over such meeting by itself. As far as possible, the procedures for convening a meeting shall be the same as that for convening a shareholders’ general meeting by the board of directors. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 49

Shareholder(s) who individually or jointly hold 10% or more of the Company shares shall have the right to propose that the board of directors hold an interim shareholders’ general meeting and add resolutions to a meeting agenda; any such request to the board of directors shall be made in writing. The board of directors shall, in accordance with laws, administrative regulations and the Articles of Association, give a written response on whether or not it agrees that an interim shareholders’ general meeting should be held within ten days of receiving any such request.

Where the board of directors agrees to hold an interim shareholders’ general meeting, it shall send out a shareholders’ general meeting notice within five days of making its resolution. Changes to the original request(s) in the notice shall be subject to the consent of the shareholders concerned.

Where the board of directors declines to hold an interim shareholders’ general meeting nor does it respond within 10 days upon receipt of such request, shareholder(s) who individually or jointly hold 10% or more of the Company’s shares shall have the right to propose to the board of supervisors to convene an interim shareholders’ general meeting; any such request to the board of supervisors shall be made in writing. | Article 57

Shareholder(s) who individually or jointly hold 10% or more of the Company’s shares (including preferred shares with restored voting rights) shall have the right to propose that the board of directors hold an extraordinary shareholders’-general-meeting and-add resolutions-to-a-meeting-agenda; any such request to the board of directors shall be made in writing. The board of directors shall, in accordance with laws, administrative regulations and the Articles of Association, give a written response on whether or not it agrees that an extraordinary shareholders’ general-meeting should be held within ten days of receiving any such request.

Where the board of directors agrees to hold an extraordinary shareholders’ general meeting, it shall send out a shareholders’ general-meeting notice within five days of making its resolution. Changes to the original request(s) in the notice shall be subject to the consent of the shareholders concerned.

Where the board of directors declines to hold an extraordinary shareholders’ general meeting nor does it respond within 10 days upon receipt of such request, shareholder(s) who individually or jointly hold no less than 10% or more of the Company’s shares (including preferred shares with restored voting rights) shall have the right to propose to the board of supervisors audit committee to convene an extraordinary shareholders’ general-meeting; any such request to the board of supervisors audit committee shall be made in writing. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Where the board of supervisors agrees to hold an interim shareholders’ general meeting, it shall send out a shareholders’ general meeting notice within five days upon receipt of such request. Changes to the original proposal(s) in the notice shall be subject to the consent of the shareholders concerned.	Where the board of supervisors audit committee agrees to hold an extraordinary shareholders’ general meeting, it shall send out a shareholders’ general meeting notice within five days upon receipt of such request. Changes to the original proposal(s) in the notice shall be subject to the consent of the shareholders concerned.
Failure of the board of supervisors to issue the notice of shareholders’ general meeting within the stipulated period shall be deemed as the failure of the board of supervisors to convene and preside over a shareholders’ general meeting, and shareholders severally or jointly holding 10% or more of the Company’s shares for 90 or more consecutive days shall be entitled to convene and preside over the shareholders’ general meeting on an unilateral basis.	Failure of the board of supervisors audit committee to issue the notice of shareholders’ general meeting within the stipulated period shall be deemed as the failure of the board of supervisors audit committee to convene and preside over a shareholders’ general meeting, and shareholders severally or jointly holding no less than 10% or more of the Company’s shares (including preferred shares with restored voting rights) for 90 or more consecutive days shall be entitled to convene and preside over the shareholders’ meeting on an unilateral basis.
Unless otherwise provided by laws, administrative regulations, departmental rules, or the listing rules of the stock exchange where the Company’s shares are listed.	Unless otherwise provided by laws, administrative regulations, departmental rules, or the listing rules of the stock exchange where the Company’s shares are listed.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 50

Where the board of supervisors or shareholders decide(s) to convene a shareholders' general meeting on their own, they shall notify the board of directors in writing, and in accordance with applicable regulations, file a case with the securities supervisory authority at the Company's place of registration and the stock exchange where the Company's shares are listed.

Before announcing the resolutions of the shareholders' general meeting, the convening shareholders should not hold less than 10% of the shares.

The board of supervisors or the convening shareholders shall submit relevant supporting materials to the securities supervisory authority at the Company's place of registration and the stock exchange where the Company's shares are listed in accordance with applicable regulations when issuing the notice of the shareholders' general meeting and the announcement of the resolutions of the shareholders' general meeting. | Article 58

Where the board of supervisors audit committee or shareholders decide(s) to convene a shareholders' general meeting on their own, they shall notify the board of directors in writing, and in accordance with applicable regulations, file a case with the securities supervisory authority at the Company's place of registration and the stock exchange where the Company's shares are listed.

The audit committee or the convening shareholders shall, upon issuing the notice of the shareholders' meeting and the announcement of the resolutions of the shareholders' meeting, submit relevant supporting materials to the stock exchange. Before announcing the resolutions of the shareholders' general meeting, the convening shareholders should not hold less than 10% of the shares (including preferred shares with restored voting rights).

The board of supervisors audit committee or the convening shareholders shall submit relevant supporting materials to the securities supervisory authority at the Company's place of registration and the stock exchange where the Company's shares are listed in accordance with applicable regulations when issuing the notice of the shareholders' general meeting and the announcement of the resolutions of the shareholders' general meeting. |
| Article 51

When a shareholders' general meeting is convened by the board of supervisors or by the shareholders, the board of directors and the board secretary shall assist. The board of directors shall provide the register of shareholders on the date of registration of shareholding. | Article 59

When a shareholders' general meeting is convened by the board of supervisors audit committee or by the shareholders, the board of directors and the board secretary shall assist. The board of directors shall provide the register of shareholders on the date of registration of shareholding. |

– 47 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 52
If the board of supervisors or the shareholders convene a shareholders’ general meeting, the expenses necessary for the meeting shall be borne by the Company.	Article 60
If the board of supervisors audit committee or the shareholders convene a shareholders’ general meeting, the expenses necessary for the meeting shall be borne by the Company.
Article 54
When the Company holds a shareholders’ general meeting, the board of directors, the board of supervisors and shareholders independently or jointly holding no less than 3% of the Company stock shall have the right to put proposals to the Company.

Shareholders independently or jointly holding no less than 3% of the Company shares may, ten days before the shareholders’ general meeting is held, put forward interim proposals and submit such proposals in writing to the conveners. The conveners shall, within two days of receiving any such proposal, send out a supplementary shareholders’ general meeting notice announcing the details of the interim proposal. Such new resolution(s) should carry specific subjects and matters to be resolved that fall within the scope of the terms of reference of the shareholders’ general meeting.

Except the circumstances prescribed in the preceding paragraphs, the conveners shall not modify or add any new proposal to the proposals listed in the shareholders’ general meeting notice after sending it out.

The shareholders’ general meeting shall not vote or make resolutions on proposals not listed in the shareholders’ general meeting notice or proposals that do not satisfy the criteria prescribed in Article 53 of the Articles of Association. | Article 62
When the Company holds a shareholders’ general meeting, the board of directors, the board of supervisors audit committee and shareholders independently or jointly holding more than 3% 1% of the Company’s shares (including preferred shares with restored voting rights) shall have the right to put proposals to the Company.

Shareholders independently or jointly holding more than 3% 1% of the Company’s shares (including preferred shares with restored voting rights) may, ten days before the shareholders’ meeting is held, put forward interim proposals and submit such proposals in writing to the conveners. The conveners shall, within two days of receiving any such proposal, send out a supplementary shareholders’ general meeting notice announcing the details of the interim proposal, and submit such interim proposal. Such new resolution(s) should carry specific subjects and matters to be resolved that fall within the scope of the terms of reference of the shareholders’ general meeting to the shareholders’ meeting for consideration. However, this shall not apply if the interim proposal violates laws, administrative regulations, or the Articles of Association, or falls outside the terms of reference of the shareholders’ meeting. Regulations as otherwise stipulated by the listing rules of the stock exchange in the place where the shares of the Company are listed shall also be observed. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
	Except the circumstances prescribed in the preceding paragraphs, the conveners shall not modify or add any new proposal to the proposals listed in the shareholders’ general meeting notice after sending it out.

The Company shall not increase the shareholding ratio threshold for shareholders proposing interim proposals. |
| Article 55

The convener shall notify shareholders by way of an announcement 21 days before the annual general meeting and the extraordinary general meeting shall be notified by way of an announcement 15 days before the meeting. The notification should include the matters to be discussed at the meeting, as well as the date and location of the meeting. The abovementioned deadline should not include the day on which the meeting is held. The date of issuance of a notice under this Article shall be the date on which the company or the share registrar appointed by the company delivers the relevant notice to the post office for posting. | Article 63

The convener shall notify shareholders by way of an announcement 2120 days before the annual shareholders’ general meeting and shareholders shall be notified of the extraordinary shareholders’ general meeting by way of an announcement 15 days before the meeting. The notification should include the matters to be discussed at the meeting, as well as the date and location of the meeting. The abovementioned deadline should not include the day on which the meeting is held. The date of issuance of a notice under this Article shall be the date on which the Company or the share registrar appointed by the Company delivers the relevant notice to the post office for posting. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 56

The notice of shareholders’ general meeting shall include the following contents:

(1) the time, venue and duration of the meeting;

(2) matters and proposals to be considered at the meeting; any notice and supplementary notice of shareholders’ general meetings shall sufficiently and completely disclose all contents of all motions in full. If any matter to be discussed requires opinions of the independent directors, the opinions and reasons of the independent directors shall be disclosed together with the issuance of such notice;

(3) contain the full text of any special resolution proposed to be passed at the meeting;

(4) specify the time and place for lodging the power of attorney for the voting proxy for the meeting;

(5) a conspicuous statement that all ordinary shareholders are entitled to attend the shareholders’ general meeting, and to appoint proxies to attend and vote on his/her behalf at the meeting, and that a proxy need not be a shareholder of the Company;

(6) the record date of shareholders entitled to attend the shareholders’ general meeting; | Article 64

The notice of shareholders’ general meeting shall include the following contents:

(1) the time, venue and duration of the meeting;

(3) contain the full text of any special resolution proposed to be passed at the meeting;

(4) specify the time and place for lodging the power of attorney for the voting proxy for the meeting;

(5) a conspicuous statement that all ordinary shareholders (including holders of preferred shares with restored voting rights), holders of shares with special voting rights and other shareholders are entitled to attend the shareholders’ general meeting, and to appoint proxies to attend and vote on his/her behalf at the meeting, and that a proxy need not be a shareholder of the Company;

(6) the record date of shareholders entitled to attend the shareholders’ general meeting; |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
(7) the record date, the name and telephone number of the convener of the meeting and the permanent contact person of the meeting, of which, the interval between the record date and the meeting date shall not exceed seven (7) trading days, and shall be later than the disclosure time of the announcement; there shall be at least two (2) trading days between the record date of the shareholders’ general meeting and the start date of online voting; once the record date is determined, it cannot be changed; the notice of the shareholders’ general meeting shall fully and completely disclose the specific content of all proposals, as well as all information and explanations necessary to enable shareholders to make reasonable judgments on the proposed matters;	(7) the record date, the name and telephone number of the convener of the meeting and the permanent contact person of the meeting, of which, the interval between the record date and the meeting date shall not exceed seven (7) trading days, and shall be later than the disclosure time of the announcement; there shall be at least two (2) trading days between the record date of the shareholders’ general meeting and the start date of online voting; once the record date is determined, it cannot be changed; the notice of the shareholders’ general meeting shall fully and completely disclose the specific content of all proposals, as well as all information and explanations necessary to enable shareholders to make reasonable judgments on the proposed matters;
(8) specify the voting time and voting procedure of online voting or other means if the shareholders’ general meeting is held online or other means.	(8) specify the voting time and voting procedure of online voting or other means if the shareholders’ general meeting is held online or other means. The notice of the shareholders’ meeting and its supplementary notice shall fully and completely disclose the specific content of all proposals, and provide all information and explanations necessary for the shareholders to make reasonable judgments on the matters to be discussed.

Original article

Revised article

(7) the record date, the name and telephone number of the convener of the meeting and the permanent contact person of the meeting, of which, the interval between the record date and the meeting date shall not exceed seven (7) trading days, and shall be later than the disclosure time of the announcement; there shall be at least two (2) trading days between the record date of the shareholders’ general meeting and the start date of online voting; once the record date is determined, it cannot be changed; the notice of the shareholders’ general meeting shall fully and completely disclose the specific content of all proposals, as well as all information and explanations necessary to enable shareholders to make reasonable judgments on the proposed matters;

(8) specify the voting time and voting procedure of online voting or other means if the shareholders’ general meeting is held online or other means.

(8) specify the voting time and voting procedure of online voting or other means if the shareholders’ general meeting is held online or other means. The notice of the shareholders’ meeting and its supplementary notice shall fully and completely disclose the specific content of all proposals, and provide all information and explanations necessary for the shareholders to make reasonable judgments on the matters to be discussed.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 58
If the election matters of directors or supervisors is proposed to be discussed at a shareholders’ general meeting, the notice of the meeting shall adequately specify the detailed information on the director or supervisor candidates, which shall at least include:

(1) personal particulars, including academic qualifications, work experience and concurrent positions;

(2) whether or not such candidate has any connected relationship with the Company, its controlling shareholders and beneficial controller;

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

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

(5) The information of the directors or supervisors appointed, or re-elected or redesignated that must be disclosed according to the provisions of Hong Kong Listing Rules.

Save for the election of directors and supervisors by cumulative voting, each candidate for a director or a supervisor shall be proposed via a single proposal. | Article 66
If the election matters of directors or supervisors is are proposed to be discussed at a shareholders’ general meeting, the notice of the meeting shall adequately specify the detailed information on the director or supervisor candidates, which shall at least include:

(1) personal particulars, including academic qualifications, work experience and concurrent positions;

(2) whether or not such candidate has any connected relationship with the Company, its controlling shareholders and beneficial controller;

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

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

(5) The information of the directors or supervisors appointed, or re-elected or redesignated that must be disclosed according to the provisions of Hong Kong Listing Rules.

Save for the election of directors and supervisors by cumulative voting, each candidate for a director or a supervisor shall be proposed via a single proposal. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 59

After giving the notice of shareholders’ general meeting, the meeting shall not be postponed or cancelled and the proposals set out in the notice shall not be cancelled without justifiable reasons. In case of a delay or cancellation, the convener shall make announcement at least 2 working days prior to the original date of convening the meeting and explain the reasons. | Article 67

After giving the notice of shareholders’ general-meeting, the meeting shall not be postponed or cancelled and the proposals set out in the notice shall not be cancelled without justifiable reasons. In case of a delay or cancellation, the convener shall make announcement at least 2 working days prior to the original date of convening the meeting and explain the reasons. If the meeting is postponed, the postponed date shall be stated in the announcement.

If there are special provisions under the securities regulatory rules in the place where the shares of the Company are listed regarding the procedures for postponing or canceling shareholders’ meeting, such provisions shall prevail provided that they do not violate the domestic regulatory requirements. |
| Article 60

The board of directors of the Company and any other conveners shall take necessary measures to guarantee the good order of the shareholders’ general meeting. Measures shall be taken to deter any act disturbing the shareholders’ general meeting, picking quarrels and provoking troubles and infringing the legal rights and interests of any shareholder, and such act shall be reported in a timely manner to the relevant departments for investigation and punishment. | Article 68

The board of directors of the Company and any other conveners shall take necessary measures to guarantee the good order of the shareholders’ general-meeting. Measures shall be taken to deter any act disturbing the shareholders’ general-meeting, picking quarrels and provoking troubles and infringing the legal rights and interests of any shareholder, and such act shall be reported in a timely manner to the relevant departments for investigation and punishment. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 61

All ordinary shareholders registered in the list on the equity registration date and their proxies shall be entitled to attend the shareholders’ general meeting, and exercise their voting rights in accordance with laws, regulations and the Articles of Association.

A shareholder may attend the shareholders’ general meeting in person or appoint a proxy (who needs not be a shareholder of the Company) to attend and vote on his behalf.

If a shareholder is a company, it may appoint a proxy to attend and vote at any shareholders’ general meeting of the company, and if the company has appointed a proxy to attend any meeting, it shall be deemed to be present in person. A company may execute a form of appointment of an agent through its duly authorised officer. (Except for recognised clearing houses as defined in the relevant ordinances in force from time to time under the laws of Hong Kong)

If the shareholder is a recognised clearing house (or its proxy) as defined in the Securities and Futures Ordinance of Hong Kong or the relevant ordinance in force from time to time under the laws of Hong Kong, it may authorise more than one person as it deems fit to act as its representative at any shareholders’ general meeting or meeting of creditors; provided that if more than one person is so authorised, the power of attorney shall specify the number and class of shares in respect of which such person is so authorised. A person so authorised shall be entitled to the same statutory rights equivalent to other shareholders, including rights to speak and vote. (without needing to present any share certificate, notarised authorisation and/or any further evidence to prove that he/she has been duly authorised) as if it were an individual shareholder of the Company. | Article 69

All ordinary shareholders (including holders of preferred shares with restored voting rights), holders of shares with special voting rights and other shareholders registered in the list on the equity registration date and their proxies shall be entitled to attend the shareholders’ meeting, and exercise their voting rights in accordance with laws, regulations and the Articles of Association.

A shareholder may attend the shareholders’ general meeting in person or appoint a proxy (who needs not be a shareholder of the Company) to attend and vote on his behalf.

If a shareholder is a company, it may appoint a proxy to attend and vote at any shareholders’ general—meeting of the Company, and if the company has appointed a proxy to attend any meeting, it shall be deemed to be present in person. A company may execute a form of appointment of an agent through its duly authorised officer. (Except for recognised clearing houses as defined in the relevant ordinances in force from time to time under the laws of Hong Kong)

If the shareholder is a recognised clearing house (or its proxy) as defined in the Securities and Futures Ordinance of Hong Kong or the relevant ordinance in force from time to time under the laws of Hong Kong, it may authorise more than one person as it deems fit to act as its representative at any shareholders’ general meeting or meeting of creditors; provided that if more than one person is so authorised, the power of attorney shall specify the number and class of shares in respect of which such person is so authorised. A person so authorised (or proxy thereof) shall be entitled to the same statutory rights equivalent to other shareholders, including rights to speak and vote (without needing to present any share certificate, notarised authorisation and/or any further evidence to prove that he/she has been duly authorised) as if he/she were an individual shareholder of the Company. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 62
Individual shareholders who attend the meeting in person shall present their identity cards or other valid certificates that prove their identities, in addition to their stock account cards; proxies who attend the meeting on behalf of others shall present their valid identity certificates and shareholder proxy statements.

For legal person shareholders, their legal representatives or authorised proxies shall attend the meeting on their behalf. Legal representatives who attend the meeting shall present their identity cards and valid certificates proving their qualifications as legal representatives; proxies who attend the meeting on behalf of shareholders shall present their proxy identity cards and written proxy statements lawfully issued by the legal representatives of the legal person shareholders in question. | Article 70
Individual shareholders who attend the meeting in person shall present their identity cards or other valid certificates or documents that prove their identities, in addition to their stock account cards; proxies who attend the meeting on behalf of others shall present their valid identity certificates and shareholder proxy statements.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 63

The power of attorney issued by the shareholder authorizing his or her proxy to attend the shareholders’ general meeting should contain the following:

(1) the name of the proxy;

(2) whether the proxy has any voting right;

(3) instructions to vote for or against or abstain from voting on each and every issue included in the agenda of the shareholders’ general meeting;

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

(5) the signature (or seal) of the appointer. If the appointer is a corporate shareholder, the corporate seal shall be affixed;

(6) specifying the number of shares represented by such proxy;

(7) if more than one proxy is appointed, the instrument shall specify the number of shares represented by each proxy respectively. | Article 71

The power of attorney issued by the shareholder authorizing his or her proxy to attend the shareholders’ general meeting should contain the following:

(1) the name of the proxy: name of the principal, and the class and number of shares of the Company held;

(2) whether the proxy has any voting right: name of the proxy;

(3) specific instructions from the shareholder to vote for or against or abstain from voting on each and every issue included in the agenda of the shareholders’ general meeting, etc.;

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

(5) the signature (or seal) of the appointer. If the appointer is a corporate shareholder, the corporate seal shall be affixed;

(6) specifying the number of shares represented by such proxy;

(7) if more than one proxy is appointed, the instrument shall specify the number of shares represented by each proxy respectively. |
| Article 64

Such form shall contain a statement that in default of such instructions, whether or not the proxy may vote as he/she thinks fit. | Deleted article |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 65

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

If the appointer is a legal person, the legal representative or such person authorised by the board of directors or other decision-making body to act as its representative may attend the shareholders’ general meeting of the Company. | Article 72

The register of attendees of the shareholders’ general meeting shall be prepared by the Company. Such register shall specify information such as the name of the persons (or units) attending the shareholders’ general meeting, identity card number, residential address, number of shares or voting shares held, name of the persons (or units) the proxy represents. | Article 73

The register of attendees of the shareholders’ meeting shall be prepared by the Company. Such register shall specify information such as the name of the persons (or units) attending the shareholders’ meeting, identity card number, residential address, number of shares or voting shares held, name of the persons (or units) the proxy represents. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 67

The convener shall jointly verify the validity of the shareholders’ qualification according to the register of shareholders provided by the Securities Depository and Clearing Institutions and register the name (or title) of shareholders and the voting shares held by them. The meeting registration shall be stopped before the chairman of the meeting declares the number of shareholders and proxies present at the live meeting and the total voting shares. | Article 74

The convener and the lawyer (if any)engaged by the Company shall jointly verify the validity of the shareholders’ qualification according to the register of shareholders provided by the Securities Depository and Clearing Institutions and register the name (or title) of shareholders and the voting shares held by them. The meeting registration shall be stopped before the chairman of the meeting declares the number of shareholders and proxies present at the live meeting and the total voting shares. |
| Article 68

When a shareholders’ general meeting is held, all directors, supervisors and the company secretary of the Board shall attend the meeting, and the general manager and other senior management members shall also be present at the meeting. | Article 75

When a shareholders’ general meeting is held, allIf the shareholders’ meeting requires directors, supervisors and the company secretary of the Board and senior management members toshall attend the meeting, and the general manager the directors and other senior management members shall also be present at the meeting and receive inquiries from the shareholders. |

58 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 69

The shareholders’ general meeting shall be presided over by the chairman of the board of directors. Where the chairman of the board of directors is unable or fails to fulfill his duties, the meeting shall be presided over by a director jointly elected by an absolute majority of directors.

Any shareholders’ general meeting convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. Where the chairman of the board of supervisors is unable or fails to fulfill his duties, the meeting shall be presided over by a supervisor jointly elected by an absolute majority of supervisors.

Any shareholders’ general meeting convened by shareholders shall be presided over by a representative elected by the conveners.

When the shareholders’ general meeting is being held, if the meeting cannot continue due to the meeting chair’s violation of any procedural rule, the shareholders’ general meeting may, subject to the consent of shareholders who hold an absolute majority of the voting rights represented at the live shareholders’ general meeting, elect someone to act as meeting chair, following which the meeting may continue. | Article 76

The shareholders’ general-meeting shall be presided over by the chairman of the board of directors. Where the chairman of the board of directors is unable or fails to fulfill his duties, the meeting shall be presided over by a director jointly elected by an absolute majority of directors.

Any shareholders’ general-meeting convened by the board of supervisorsaudit committee shall be presided over by the chairmanconvener of the board—of supervisorsaudit committee. Where the chairmanconvener of the board—of supervisorsaudit committee is unable or fails to fulfill his duties, the meeting shall be presided over by a supervisormember of the audit committee jointly elected by an absolute majority of supervisorsmembers of the audit committee.

Any shareholders’ general meeting convened by shareholders shall be presided over by the conveners or a representative elected by the conveners.

When the shareholders’ general-meeting is being held, if the meeting cannot continue due to the meeting chair’s violation of any procedural rule, the shareholders’ general meeting may, subject to the consent of shareholders who hold an absolute majority of the voting rights represented at the live shareholders’ general—meeting, elect someone to act as meeting chair, following which the meeting may continue. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 70

The Company shall formulate rules of procedure for the shareholders’ general meeting, and specify the convening and voting procedures of the shareholders’ general meeting, including notice, registration, consideration of proposals, voting, counting of votes, announcement of voting results, formation of resolutions of the meeting, and minutes of the meeting and the signing thereof, as well as the principle of authorization of the shareholders’ general meeting to the board of directors. The content of authorization shall be clear and specific. The rules of procedure for the shareholders’ general meeting shall be prepared by the board of directors and approved by the shareholders’ general meeting. | Article 77

The Company shall formulate rules of procedure for the shareholders’ general meeting, and specify the convening, holding and voting procedures of the shareholders’ general—meeting, including notice, registration, consideration of proposals, voting, counting of votes, announcement of voting results, formation of resolutions of the meeting, and minutes of the meeting and the signing and announcements thereof, as well as the principle of authorization of the shareholders’ general—meeting to the board of directors. The content of authorization shall be clear and specific.

The rules of procedure for the shareholders’ general—meeting shall be prepared by the board of directors and approved by the shareholders’ general—meeting. |
| Article 71

At an annual shareholders’ general meeting, the board of directors and the board of supervisors shall report their respective work in the preceding year to the shareholders’ general meeting, and each independent director shall deliver a work report. | Article 78

At an annual shareholders’ general—meeting, the board of directors and the board of supervisors—shall report their respective work in the preceding year to the shareholders’ general—meeting, and each independent director shall deliver a work report. |
| Article 72

The directors, supervisors and senior management members shall provide explanations in respect of the inquiries and suggestions made by the shareholders at any shareholders’ general meeting. | Article 79

The directors, supervisors and senior management members shall provide explanations in respect of the inquiries and suggestions made by the shareholders at any shareholders’ general—meeting. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 74
Minutes of a shareholders’ general meeting shall be kept by the board secretary. The minutes of the meeting shall specify:

(1) time, venue and agenda of the meeting, and the name of the convener;

(2) the names of the presider, and the directors, supervisors, general manager and other senior management members attending or present at the meeting;

(3) the number of shareholders and proxies attending the meeting, the total number of voting shares held by them and their respective proportions of these shares to the total number of shares of the Company;

(4) the consideration process, summaries of speeches and voting results for each proposal;

(5) inquiries or suggestions of the shareholders, and the corresponding responses or explanations;

(6) the names of the counting officer and monitoring officer;

(7) other contents that shall be recorded in the minutes in accordance with the Articles of Association. | Article 81
Minutes of a shareholders’ general meeting shall be kept by the board secretary. The minutes of the meeting shall specify:

(1) time, venue and agenda of the meeting, and the name of the convener;

(2) the names of the presider, and the directors, supervisors, general manager and other senior management members attending or present at the meeting;

(4) the consideration process, summaries of speeches and voting results for each proposal;

(5) inquiries or suggestions of the shareholders, and the corresponding responses or explanations;

(6) the names of the counting officer and monitoring officer;

(7) other contents that shall be recorded in the minutes in accordance with the Articles of Association. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 75

The convener shall ensure the meeting minutes are true, accurate and complete. Directors, supervisors and the board secretary attending the meeting, the convener or representative thereof and the presider shall sign the meeting minutes. The meeting minutes and the signed attendance record of the shareholders who attended in person, the proxy forms for the proxies present at the meeting and the valid information relating to the internet and other methods of voting shall be kept together for 10 years. | Article 82

The convener shall ensure that the continuity of the shareholders’ general meeting until the final resolution is formed. Where the shareholders’ general meeting is discontinued or fails to adopt any resolution due to any force majeure or other special reasons, necessary measures shall be taken to resume or directly terminate the shareholders’ general meeting, and an announcement shall be made promptly in accordance with laws, regulations or the listing rules of the stock exchange where the Company’s shares are listed. | Article 83

The convener shall ensure that the continuity of the shareholders’ general-meeting until the final resolution is formed. Where the shareholders’ general-meeting is discontinued or fails to adopt any resolution due to any force majeure or other special reasons, necessary measures shall be taken to resume or directly terminate the shareholders’ general-meeting, and an announcement shall be made promptly in accordance with laws, regulations or the listing rules of the stock exchange where the Company’s shares are listed. |

62 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 77

Resolutions of the shareholders’ general meeting are divided into ordinary resolutions and special resolutions.

Ordinary resolutions of the shareholders’ general meeting shall be passed by more than half of the voting rights represented by shareholders (including shareholder proxies) in attendance at the shareholders’ general meeting.

Special resolutions of the shareholders’ general meeting shall be passed by more than two-thirds of the voting rights represented by shareholders (including shareholder proxies) in attendance at the shareholders’ general meeting.

Shares held by the Company carry no voting rights and shall not be counted toward the total number of shares with voting rights held by shareholders attending the shareholders’ general meeting. When the shareholders’ general meeting deliberates on matters related to related party transactions, if the applicable laws, regulations or the listing rules of the stock exchange where the company’s shares are listed require so, the relevant related party shareholders should not participate in the voting, and the number of voting shares represented by them shall not be counted in the total number of valid votes. The announcement of the shareholders’ meeting resolution shall fully disclose the voting results of non-related related shareholders. | Article 84

Resolutions of the shareholders’ general meeting are divided into ordinary resolutions and special resolutions.

Ordinary resolutions of the shareholders’ general meeting shall be passed by more than half an absolute majority of the voting rights represented by shareholders (including shareholder proxies) in attendance at the shareholders’ general meeting.

63 -

APPENDIX II

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article	Article 85

In accordance with the applicable laws, regulations and listing rules of the stock exchange of the place where the Company’s shares are listed, where any shareholder shall abstain from voting for any particular resolution, or is restricted to vote only for or against such resolution, any votes in violation of such requirement or restriction by the shareholders (or their proxies) shall not be counted in the voting results. |
| Article 78

(1) work reports of the board of directors and the board of supervisors;

(2) plans for the distribution of company profits and plans to cover losses as drafted by the board of directors;

(3) the appointment and dismissal of members of the board of directors and the board of supervisors, along with the remuneration of and payments to such members; | Article 86

(1) work reports of the board of directors and the board of supervisors;

(2) plans for the distribution of company profits and plans to cover losses as drafted by the board of directors;

(3) the appointment and dismissal of members of the board of directors and the board of supervisors, along with the remuneration of and payments to such members; |

– 64 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
(4) annual budget plans, final account proposals, balance sheet, income statement and other financial statements of the Company;	(4) annual budget plans, final account proposals, balance sheet, income statement and other financial statements of the Company;
(5) the Company’s annual report;	(5) the Company’s annual report;
(6) appointment and dismissal of accounting firms that provide regular audit services to the company and the remuneration of the appointed accounting firms;	(6)(4) appointment and dismissal of accounting firms that provide regular audit services to the company and the remuneration of the appointed accounting firms;
(7) the issuance and listing of bonds or other securities;	(7) the issuance and listing of bonds or other securities;
(8) review and approve the guarantee matters and related-party transactions stipulated in Article 43 of the Articles of Association;	(8) review and approve the guarantee matters and related-party transactions stipulated in Article 43 of the Articles of Association;
(9) except for matters that require special resolution as required by laws, administrative regulations, the listing rules of the stock exchange where the company’s shares are listed or the Articles of Association.	(9)(5) except for matters that require special resolution as required by laws, administrative regulations, the listing rules of the stock exchange where the Company’s shares are listed or the Articles of Association.

65 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 79
The following matters shall be passed by a special resolution of the shareholders’ general meeting:

(1) increase or reduction in the registered share capital of the Company, and issuance of any class of shares, warrants or other similar securities;

(2) division, spin-off, merger, dissolution and liquidation of the Company or change of the Company’s corporate form;

(3) amendments to the Company’s Articles of Association;

(4) any purchase or sale of major assets or the provision of guarantees within any one year in an amount in excess of 30% of the Company’s total assets as audited in the latest period;

(5) any equity incentive plan;

(6) other matters that are required by laws, administrative regulations, the listing rules of the stock exchange where the Company’s shares are listed and/or the Articles of Association or that are determined by an ordinary resolution of the shareholders’ general meeting to have a substantial impact on the Company shall be passed by special resolutions.

If at any time the shares of the Company are divided into different classes of shares, a special resolution shall be required to be passed by the shareholders holding shares of such class or classes to which such rights are attached. | Article 87
The following matters shall be passed by a special resolution of the shareholders’ general meeting:

(1) increase or reduction in the registered share capital of the Company, and issuance of any class of shares, warrants or other similar securities;

(2) division, spin-off, merger, dissolution and liquidation of the Company or change of the Company’s corporate form;

(3) amendments to the Company’s Articles of Association;

(4) any purchase or sale of major assets or the provision of guarantees to others within any one year in an amount in excess of 30% of the Company’s total assets as audited in the latest period;

(5) any equity incentive plan;

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 80

Shareholders (including shareholder proxies) shall exercise their voting rights according to the number of voting shares they represent. Each shareholder should have one vote for each share. When voting on stocks, shareholders (including shareholder proxies) who have two or more voting rights do not need to cast all voting rights in favor, against or abstain from voting.

Where material issues affecting the interests of minority shareholders are considered at the shareholders' general meeting, the votes of minority shareholders shall be counted separately. The separate votes counting results shall be disclosed in accordance with the laws, administrative regulations, departmental rules, regulatory documents, the listing rules of the stock exchange where the Company's shares are listed, or the provisions of the Articles of Association and publicly in a timely manner.

Shares held by the Company itself shall have no voting rights and shall not be included in the total number of voting shares held by shareholders in attendance at the shareholders' general meeting.

Shareholders who purchase the voting shares of the Company in violation of paragraph 1 and paragraph 2 of Article 63 of the Securities Law shall not exercise the voting right of the shares that exceed the prescribed ratio within 36 months after purchase, and such number shall not be counted in the total number of voting shares represented by shareholders attending the shareholders' general meeting. | Article 88

Shareholders—(including— shareholder proxies) shall exercise their voting rights according to the number of voting shares they represent. Each shareholder should have one vote for each share. When voting on stocks, shareholders—(including shareholder proxies) who have two or more voting rights do not need to cast all voting rights in favor, against or abstain from voting. except for class shareholders.

Shares held by the Company itself shall have no voting rights and shall not be included in the total number of voting shares held by shareholders in attendance at the shareholders' general meeting.

67 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Where laws, administrative regulations, or the regulatory rules of the place where the Company's shares are listed stipulate that shareholders cannot exercise any voting rights on a certain proposal or are restricted to voting in favor or against, any votes cast by the shareholder or proxy in violation of the aforesaid requirements or restrictions shall not be included in the voting results.	Where laws, administrative regulations, or the regulatory rules of the place where the Company's shares are listed stipulate that shareholders cannot exercise any voting rights on a certain proposal or are restricted to voting in favor or against, any votes cast by the shareholder or proxy in violation of the aforesaid requirements or restrictions shall not be included in the voting results.
The board of directors, independent directors and shareholders with over 1% of voting shares or investor protection institutions established by laws, administrative regulations or provisions of the CSRC may solicit voting rights from the Company's shareholders. In soliciting voting rights of shareholders, information such as specific voting intention shall be sufficiently disclosed to the shareholders whose voting rights are being solicited. Solicitation of voting rights at any consideration, whether in direct or indirect form, is prohibited. Unless under legal terms, the Company shall not propose any minimum shareholding restriction on the solicitation of voting rights.	The board of directors, independent directors and shareholders with over 1% of voting shares or investor protection institutions established by laws, administrative regulations or provisions of the CSRC may solicit voting rights from the Company's shareholders. In soliciting voting rights of shareholders, information such as specific voting intention shall be sufficiently disclosed to the shareholders whose voting rights are being solicited. Solicitation of voting rights at any consideration, whether in direct or indirect form, is prohibited. Unless under legal terms, the Company shall not propose any minimum shareholding restriction on the solicitation of voting rights.
	When voting on stocks, shareholders (including shareholder proxies) who have two or more voting rights do not need to cast all voting rights in favor, against or abstain from voting.
	Shareholders referred to in paragraph 1 of this Article shall include those attending the shareholders' meetings by proxy.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 82
Unless the Company faces a crisis or falls into other special situations, without the approval of a special resolution by the shareholders’ general meeting, the Company shall not enter into any contract with any person other than the directors, the general manager and other senior management members of the Company, pursuant to which, the Company will delegate the management of all or important business of the Company to such person.	Article 90
Unless the Company faces a crisis or falls into other special situations, without the approval of a special resolution by the shareholders’ general meeting, the Company shall not enter into any contract with any person other than the directors, the general manager and other senior management members of the Company, pursuant to which, the Company will delegate the management of all or important business of the Company to such person.
Article 83
The board of directors has the right to nominate candidates for directors. When the board of directors nominates candidates for directors, it shall hold a meeting to deliberate and make a resolution, and submit the list of candidates to the convener of the shareholders’ general meeting.

The board of supervisors has the right to nominate non-employee representative supervisory candidates. When the board of supervisors nominates candidates for non-employee representative supervisors, it shall hold a meeting to deliberate and make a resolution, and submit the list of candidates to the convener of the shareholders’ meeting.

Shareholders who individually or collectively hold more than 3% of the Company’s shares have the right to nominate candidates for directors and non-employee representative supervisors. Shareholders who have the right to nominate shall submit the list of candidates to the convener of the shareholders’ general meeting in accordance with the relevant provisions of the Articles of Association. | Article 91
The board of directors has the right to nominate candidates for directors. When the board of directors nominates candidates for directors, it shall hold a meeting to deliberate and make a resolution, and submit the list of candidates to the convener of the shareholders’ general meeting.

Shareholders who individually or collectively hold more than 3%1% of the Company’s shares have the right to nominate candidates for directors and non-employee representative supervisors. Shareholders who have the right to nominate shall submit the list of candidates to the convener of the shareholders’ general meeting in accordance with the relevant provisions of the Articles of Association. |

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The number of candidates nominated by the board of directors, the board of supervisors and shareholders with the right to nominate shall not exceed the number of candidates to be elected. Other matters related to the nomination of candidates by the board of directors, the board of supervisors and shareholders with the right to nominate shall be implemented in accordance with the provisions of this charter regarding proposals and notices of the shareholders' general meeting.	The number of candidates nominated by the board of directors, the board of supervisors and shareholders with the right to nominate shall not exceed the number of candidates to be elected. Other matters related to the nomination of candidates by the board of directors, the board of supervisors and shareholders with the right to nominate shall be implemented in accordance with the provisions of this charter regarding proposals and notices of the shareholders' general meeting.
Article 84
The list of candidates for director and supervisor shall be proposed to the shareholders' general meeting for voting. The board of directors or the convener shall provide shareholders with biographical details and basic information about the candidates for directors and supervisors.

Where there are more than two candidates for directors or supervisors, the shareholders' general meeting shall adopt the cumulative voting system when voting on the election of directors and supervisors. | Article 92
The list of candidates for director and supervisor shall be proposed to the shareholders' general meeting for voting. The board of directors or the convener shall provide shareholders with biographical details and basic information about the candidates for directors and supervisors.

Where there are more than two candidates for directors or supervisors, the shareholders' general meeting shall adopt the cumulative voting system may implement the cumulative voting system in accordance with the Articles of Association or the resolution of the shareholders' meeting when voting on the election of directors and supervisors.

When electing two or more independent directors, the shareholders' meeting shall implement the cumulative voting system. |

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Original article	Revised article
Article 85

When the Company’s shareholders’ general meeting adopts the cumulative voting system to elect directors and supervisors, it shall be conducted in accordance with the following provisions:

(1) When the shareholders’ general meeting elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, that is: the cumulative voting rights of each shareholder = the number of voting shares held by him × the number of directors or supervisors to be elected. When the shareholders’ general meeting holds multiple rounds of elections, the cumulative voting rights of shareholders shall be recalculated based on the number of directors or supervisors elected in each round of elections.

(2) When electing supervisors and directors, the cumulative voting rights should be counted separately, and voting should be conducted on each item based on the cumulative voting system.

(3) The voting rights held by shareholders can be concentrated on a certain candidate, or they can be equally or unequally cast for multiple candidates, but the sum of the votes cast separately shall not exceed the total cumulative voting rights, otherwise the vote will be invalid.

(4) The elected directors or supervisors are determined from high to low based on the number of votes they obtain, and the number of votes obtained by the elected directors or supervisors should exceed half of the number of voting shares held by shareholders attending the shareholders’ meeting. | Article 93

When the Company’s shareholders’ general meeting adopts the cumulative voting system to elect directors and supervisors, it shall be conducted in accordance with the following provisions:

(1) When the shareholders’ general-meeting elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, that is: the cumulative voting rights of each shareholder = the number of voting shares held by him × the number of directors or supervisors to be elected. When the shareholders’ general-meeting holds multiple rounds of elections, the cumulative voting rights of shareholders shall be recalculated based on the number of directors or supervisors elected in each round of elections.

(2) When electing supervisors and directors, the cumulative voting rights should be counted separately, and voting should be conducted on each item based on the cumulative voting system.

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(5) If two or more candidates for directors or supervisors obtain the same number of votes and not all of them can be elected, the shareholders’ general meeting shall continue to vote on such candidates until the elected directors or supervisors are determined, but the total number of election rounds shall not exceed three.	(5) If two or more candidates for directors or supervisors obtain the same number of votes and not all of them can be elected, the shareholders’ general meeting shall continue to vote on such candidates until the elected directors or supervisors are determined, but the total number of election rounds shall not exceed three.
(6) If the number of directors or supervisors elected does not reach the number of directors or supervisors that should be elected by the shareholders’ general meeting:	(6) If the number of directors or supervisors elected does not reach the number of directors or supervisors—that should be elected by the shareholders’ general meeting:
1. The voting results of the elected directors or supervisors shall remain valid, and the shareholders’ general meeting shall continue to vote on the remaining candidates until the number of elected directors or supervisors reaches the number of directors or supervisors to be elected, but the total number of election rounds shall not exceed three;	1. The voting results of the elected directors or supervisors shall remain valid, and the shareholders’ general meeting shall continue to vote on the remaining candidates until the number of elected directors or supervisors reaches the number of directors or supervisors—to be elected, but the total number of election rounds shall not exceed three;
2. The board of directors shall hold a meeting within 15 days after the shareholders’ general meeting and convene the shareholders’ meeting again to elect the missing directors.	2. Where the number of elected directors or supervisors is less than the number of directors or supervisors—to be elected at the shareholders’ general meeting after three rounds of election, the Company will elect the absent directors or supervisors at the shareholders’ general meetings to be held in the future in accordance with the provisions of the Articles of Association.

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Original article	Revised article
(7) If the total number of elected directors and continuing directors is still less than the quorum:	(7) If the total number of elected directors and continuing directors is still less than the quorum:
1. The voting results of the elected directors shall remain valid, and the elected directors shall take office when the total number of elected and continuing directors reaches the quorum. Before the elected directors take office, the directors who intend to vacate their office shall still be required to discharge their duties as directors in accordance with the provisions of the laws, administrative regulations and the Articles of Association;	1. The voting results of the elected directors shall remain valid, and the elected directors shall take office when the total number of elected and continuing directors reaches the quorum. Before the elected directors take office, the directors who intend to vacate their office shall still be required to discharge their duties as directors in accordance with the provisions of the laws, administrative regulations and the Articles of Association;
2. The board of directors shall convene a meeting within fifteen days after the conclusion of the shareholders’ general meeting to reconvene the shareholders’ general meeting for the election of the absent directors.	2. The board of directors shall convene a meeting within fifteen days after the conclusion of the shareholders’ general meeting to reconvene the shareholders’ general meeting for the election of the absent directors.
Article 88
No proposal deliberated at a shareholders’ general meeting shall be amended; otherwise, the relevant amendment shall be deemed a new proposal, which shall not be voted on at the same meeting.	Article 96
No proposal deliberated at a shareholders’ general—meeting shall be amended; otherwise, the relevant in case of an amendment, it shall be deemed a new proposal, which shall not be voted on at the same meeting.

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APPENDIX II

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Original article	Revised article
Article 90

Before voting on any proposal, a shareholders’ general meeting shall choose two shareholders’ representatives to participate in the votes counting or scrutinizing, provided that no such shareholders’ representative shall be a shareholder who is interested in the subject matter of such proposal or his/her proxy.

The shareholders’ representatives and supervisors’ representatives and the relevant personnel appointed based on the Hong Kong Listing Rules shall jointly count and scrutinise the votes cast on such proposal in accordance with the Hong Kong Listing Rules at a shareholders’ general meeting. The voting results shall be declared at the meeting and recorded in the minutes of the meeting.

The shareholders, who cast votes online or by other means, whether in person or by proxy, shall have the right to check their voting results through the relevant voting system. | Article 98

Before voting on any proposal, a shareholders’ general meeting shall choose two shareholders’ representatives to participate in the votes counting or scrutinizing, provided that no such shareholders’ representative shall be a shareholder who is interested in has related party relationship with the subject matter of such proposal or his/her proxy.

The shareholders, who cast votes online or by other means, whether in person or by proxy, shall have the right to check their voting results through the relevant voting system. |

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APPENDIX II

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Original article	Revised article
Article 91
An on-site shareholders’ general meeting shall not end earlier than the one held through internet or by other methods. The chairperson of the meeting shall declare the result of voting on each proposal, and whether such proposal has been adopted accordingly.

Before the formal declaration of the result of any voting, the Company, teller(s), scrutineer(s), major shareholders and the internet service providers involved in voting on site, online or by other means shall have the obligation to keep confidential the information related to the voting. |
| Article 95
The resolutions of a shareholders’ general meeting shall specifically indicate any proposal that fails to be adopted at the meeting or any amendment to any resolution of the previous shareholders’ general meeting in the corresponding announcement. | Article 103
The resolutions of a shareholders’ general meeting shall specifically indicate any proposal that fails to be adopted at the meeting or any amendment to any resolution of the previous shareholders’ general meeting in the corresponding announcement. |
| Article 96
If a shareholders’ general meeting adopts any resolution on the election of directors and supervisors, new directors and supervisors shall take office on the day of their election by the shareholders’ general meeting, unless the meeting determines the time of taking office or otherwise provided for in the Articles of Association. | Article 104
If a shareholders’ general meeting adopts any resolution on the election of directors and supervisors, new directors and supervisors shall take office on the day of their election by the shareholders’ general meeting, unless the meeting determines the time of taking office or otherwise provided for in the Articles of Association. |

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APPENDIX II

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Original article	Revised article
Article 98
Directors of the Company shall be natural persons. A person may not serve as a director of the Company if any of the following circumstances applies:

(1) without capacity or with restricted capacity for civil acts;

(3) within three years after insolvency and liquidation of such company or enterprise where the person acted as a director, factory manager or business manager and has been held accountable for the insolvency;

(4) within three years after the business license of a company or enterprise where the person acted as its legal representative is revoked for violating the law on which the person is held accountable;

(5) liable to large amounts of unliquidated mature debts;

(6) currently being prohibited from participating in the securities market by the China Securities Regulatory Commission and such barring period has not elapsed; | Article 106
Directors of the Company shall be natural persons. A person may not serve as a director of the Company if any of the following circumstances applies:

(1) without capacity or with restricted capacity for civil acts;

(2) within five years after serving a sentence for corruption, bribery, infringement or misappropriation of property, or for jeopardizing socialist market economic order, or being deprived of political rights for a criminal offence, or within five years after serving a sentence of being deprived of political rights for a criminal offence, or within two years from the expiration of the probation period after a suspended sentence;

(4) within three years after the business license of a company or enterprise where the person acted as its legal representative is revoked or the company or enterprise is ordered to close for violating the law on which the person is held accountable;

(5) liable to large amounts of unliquidated mature debts and listed by the people’s court as a dishonest person subject to enforcement; |

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Original article	Revised article
(7) other circumstances as stipulated by the laws, administrative regulations or authorities’ regulations.

If the election or appointment of directors has violated the requirements herein, such election or appointment or employment shall be void and invalid. If such circumstances arise during the period of employment of a director, the Company shall dismiss the duties of such director. | (6) currently being prohibited from participating in the securities market by the China Securities Regulatory Commission and such barring period has not elapsed;

(7) publicly deemed unsuitable by a stock exchange to serve as director or senior management, etc. in a listed company, where the designated period has not yet expired;

(7)(8) other circumstances as stipulated by the laws, administrative regulations or authorities’ regulations.

If the election or appointment of directors has violated the requirements herein, such election or appointment or employment shall be void and invalid. If such circumstances arise during the period of employment of a director, the Company shall removedismiss the duties of such director from office and cease his/her duties. |

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APPENDIX II

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Original article	Revised article
Article 99

A director shall be elected or replaced by a shareholders’ general meeting, and may be removed by an ordinary resolution in a shareholders’ general meeting before his term of office expires, on the premise of complying with relevant laws and administrative regulations (but such removal shall not have prejudice to any damage claim made by that director under any contract.). The term of office of a director is 3 years, except as provided in the 2nd paragraph of this article. A director may be re-elected upon maturity of his term of office. However, an independent non-executive director who has held office for more than 9 years shall only be re-elected after relevant review procedures have been performed in accordance with the listing rules of the place where the Company’s shares are listed.

The term of office of a director shall start from the date on which he takes office and end on the expiration of the current term for the board of directors. Where reelection procedures are not carried out in a timely manner on the expiration of the directors’ term of office, before the newly elected directors take office, the original directors shall perform their directors’ duties in accordance with laws, administrative regulations, authorities’ regulations and the Articles of Association.

A director may serve concurrently as manager or other senior management members, but the directors serving concurrently as such and as director who is an employee representative shall not exceed half of the total number of directors of the Company.

Subject to relevant laws, administrative regulations and regulatory rules of the place where the Company’s shares are listed, any director appointed to fill a casual vacancy in the board of directors shall serve until the first annual general meeting of the Company following his appointment and shall be eligible for re-election at that meeting. | Article 107

The term of office of a director is 3 years, except as provided in the 2nd3rd paragraph of this article. A director may be re-elected upon maturity of his term of office. However, an independent non-executive director who has held office for more than 9 years shall only be re-elected after relevant review procedures have been performed in accordance with the listing rules of the place where the Company’s shares are listed.

Subject to relevant laws, administrative regulations and regulatory rules of the place where the Company’s shares are listed, any director appointed to fill a casual vacancy in the board of directors shall serve until the first annual general shareholders’ meeting of the Company following his appointment and shall be eligible for re-election at that meeting. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 100
Directors shall observe the laws, administrative regulations and Articles of Association, and fulfill the following fiduciary duties to the Company:

(1) to not abuse their official powers to accept bribes or other unlawful income, and not to misappropriate the properties of the Company;

(2) to not misappropriate the Company’s funds;

(3) to not deposit the Company’s assets or funds into accounts under their own names or the names of other individuals;

(4) to not lend the Company’s funds to others or provide a guarantee in favor of others supported by the Company’s property in violation of the Articles of Association without approval of the shareholders’ general meeting or the board of directors;

(5) to not enter into contracts or transactions with the Company in violation of the Articles of Association or without approval of the shareholders’ general meeting;

(6) to not take advantage of their position to procure business opportunities for themselves or others that should have otherwise been available to the Company or operate businesses similar to that of the Company for their own benefits or on behalf of others without approval of the shareholders’ general meeting;

(7) to not accept commissions from transactions between others and the Company for their own benefits; | Article 108
Directors shall observe the laws, administrative regulations and Articles of Association, fulfill fiduciary duties to the Company, and shall take measures to avoid conflicts between their own interests and those of the Company and shall not seek any improper interests by taking advantage of their powers.

Directors shall and fulfill the following fiduciary duties to the Company:

(1) to not abuse their official powers to accept bribes or other unlawful income, and not to misappropriate the properties of the Company or misappropriate the Company’s funds;

(2) to not misappropriate the Company’s funds;

(3)(2) to not deposit the Company’s assets or funds into accounts under their own names or the names of other individuals;

(3) to not abuse their official powers to accept bribes or other unlawful income;

(5)(4) to not directly or indirectly enter into contracts or transactions with the Company in violation of the Articles of Association or without approval of the shareholders’ general meeting, without reporting to the Board or the shareholders’ meeting and obtaining the approval by resolution of the Board or the shareholders’ meeting according to the Articles of Association; |

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
(8) to not disclose any secret of the Company without authorization;	(6)(5) to not take advantage of their position to procure business opportunities for themselves or others that should have otherwise been available to the Company or operate businesses similar to that of the Company for their own benefits or on behalf of others without approval of the shareholders’ general meeting, unless a report has been made to the Board or the shareholders’ meeting and the approval by resolution of the shareholders’ meeting has been obtained, or the Company cannot utilize the business opportunities in accordance with the laws, administrative regulations, or the Articles of Association;
(9) to not use their connected relations to damage the interests of the Company;	(6) to not operate businesses similar to that of the Company for their own benefits or on behalf of others without reporting to the Board or the shareholders’ meeting and obtaining the approval by resolution of the shareholders’ meeting;
(10) laws, administrative regulations, authorities’ regulations, and other fiduciary obligations stipulated in the Articles of Association.	(7) to not accept commissions from transactions between others and the Company for their own benefits;
Any income obtained by directors in violation of any of the provisions herein shall belong to the Company. The director shall be liable to indemnify the Company against any losses incurred.	(8) to not disclose any secret of the Company without authorization;
	(9) to not use their connected relations to damage the interests of the Company;
	(10) laws, administrative regulations, authorities’ regulations, and other fiduciary obligations stipulated in the Articles of Association.
	Any income obtained by directors in violation of any of the provisions herein shall belong to the Company. The director shall be liable to indemnify the Company against any losses incurred.
	When near relatives of directors and senior management members, enterprises directly or indirectly controlled by directors, senior management members, or their near relatives, and other affiliated persons who have other related party relationships with directors or senior management members enter into contracts or conduct transactions with the Company, the provisions of Item (4) of Paragraph 2 of this article shall apply.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 101
Directors shall abide by laws, administrative regulations and the Articles of Association, and shall have the due diligence duties to the Company in:
(1) acting honestly and in good faith in the interests of the company as a whole;
(2) acting for proper purpose;
(3) being responsible to the issuer for the application or misapplication of its assets;
(4) avoiding actual and potential conflicts of interest and conflicts in duty;
(5) disclosing fully and fairly his interests in contracts with the issuer;
(6) applying such degree of skill, care and diligence as may reasonably be expected of a person of his knowledge and experience and holding a directorship in a listed company;
(7) exercising the rights conferred by the Company with due discretion, care and diligence to ensure that the business activities of the Company comply with the laws, administrative regulations and various economic policies of the PRC and are not beyond the business scope specified in the business license of the Company;
(8) treating all shareholders impartially;
(9) keeping informed of the business operations and management of the Company;	Article 109
Directors shall abide by laws, administrative regulations and the provisions of the Articles of Association, have the due diligence duties to the Company, and exercise the reasonable care that a manager would ordinarily exercise for the greatest interests of the Company when performing duties.

Directors and shall have the due diligence duties to the Company in:
(1) acting honestly and in good faith in the interests of the company as a whole;
(2) acting for proper purpose;
(3) being responsible to the issuer for the application or misapplication of its assets;
(4) avoiding actual and potential conflicts of interest and conflicts in duty;
(5) disclosing fully and fairly his interests in contracts with the issuer;
(6) applying such degree of skill, care and diligence as may reasonably be expected of a person of his knowledge and experience and holding a directorship in a listed company;
(7)(1) exercising the rights conferred by the Company with due discretion, care and diligence to ensure that the business activities of the Company comply with the laws, administrative regulations and various economic policies of the PRC and are not beyond the business scope specified in the business license of the Company; |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
(10) signing written opinions on the regular reports of the Company, and to ensure the veracity, accuracy and completeness of information disclosed;	(8)(2) treating all shareholders impartially;
(11) honestly providing the board of supervisors with relevant information, and to not prevent the board of supervisors or supervisors from exercising their functions and powers;	(9)(3) keeping informed of the business operations and management of the Company;
(12) fulfilling other duties of diligence specified by the laws, administrative regulations, authorities’ regulations and the Articles of Association.	(10)(4) signing written opinions on the regular reports of the Company, and to ensure the veracity, accuracy and completeness of information disclosed;
	(11)(5) honestly providing the board of supervisors audit committee with relevant information, and to not prevent the board of supervisors or supervisors audit committee from exercising their functions and powers;
	(12)(6) fulfilling other duties of diligence specified by the laws, administrative regulations, authorities’ regulations and the Articles of Association.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 103

A director may resign before expiry of his term of office, subject to submission of a written resignation report to the board of directors. The board of directors shall make disclosure of relevant information within 2 days.

Where the number of members of the board of directors falls below the quorum due to the resignation of any director, the original director shall, before the newly-elected director assumes his post, carry out duties as a director in accordance with the laws, administrative regulations, authorities’ regulations and the Articles of Association.

Except for the circumstances specified in the preceding paragraph, the resignation of a director shall become effective when the resignation report is delivered to the board of directors. | Article 111

A director may resign before expiry of his term of office, subject to submission of a written resignation report to the board of directors—the Company. The resignation shall take effect on the date the Company receives the resignation report, and the Company The board of directors shall make disclosure of relevant information within 2two trading days. Where the number of members of the board of directors falls below the quorum due to the resignation of any director, the original director shall, before the newly-elected director assumes his post, carry out duties as a director in accordance with the laws, administrative regulations, authorities’ regulations and the Articles of Association.—Except for the circumstances specified in the preceding paragraph, the resignation of a director shall become effective when the resignation report is delivered to the board of directors. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 104
A director shall duly carry out all handover procedures with the board of directors on resignation or expiration of term.

A director’s obligation in maintaining the Company’s trade secrets shall continue after his departure and up to and until the date on which such trade secrets become public information. A director’s fiduciary obligations to the Company and the shareholders shall remain valid within 2 years after his departure. | Article 112
The Company shall establish a director resignation management system, specifying safeguard measures for pursuing accountability and recovery for unfulfilled public commitments and other pending issues. A director’s obligation in maintaining the Company’s trade secrets shall continue after his departure and up to and until the date on which such trade secrets become public information. A director shall duly carry out all handover procedures with the board of directors on resignation or expiration of term. A director’s His/her fiduciary obligations to the Company and the shareholders shall not be automatically discharged upon expiration of term and shall remain valid within 2 years after his departure the reasonable period stipulated in the Articles of Association. The liabilities that a director should assume for performing his duties during his term of office shall not be discharged or terminated upon resignation or removal from office. |
| Newly added article | Article 113
The shareholders’ meeting may resolve to remove a director, and the removal shall take effect on the date when the resolution is made. If a director is removed before the expiry of his/her term of office without just cause, the director may claim compensation from the Company. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 106
Directors shall be liable for compensation if the Company incurred any losses due to violations of applicable provisions of laws, administrative regulations, authorities’ regulations or the Articles of Association on the part of the directors in performing their duties.	Article 115
If a director causes harm to others in performing duties to the Company, the Company shall bear liability for compensation; the director shall also bear liability for compensation if the director is intentional or has gross negligence.
Directors shall be liable for compensation if the Company incurred any losses due to violations of applicable provisions of laws, administrative regulations, authorities’ regulations or the Articles of Association on the part of the directors in performing their duties.
Article 107
The independent directors shall be subject to the relevant provisions of the laws, administrative regulations, the listing rules of the place where the Company’s shares are listed, and authorities’ regulations. An independent director may resign before his term of office expires. If, at any time, the independent directors of the Company fail to meet the number, qualification and independence requirements as required by the Hong Kong Listing Rules, the Company shall notify the Hong Kong Stock Exchange and, by way of announcement, clarify the details and reasons thereof. The Company shall, within 3 months of such non-compliance, appoint such number of independent directors that is sufficient to meet the requirements of the Hong Kong Listing Rules.	Deleted article

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 108
The Company shall have a board of directors, who shall be accountable to the shareholders’ general meeting.	Deleted article
Article 109
The board of directors shall comprise 6 directors and shall have one chairman.	Article 116
The Company shall establish a board of directors. The board of directors shall comprise 6 directors and shall have one chairman. The chairman shall be elected by the board of directors, with the affirmative votes of a majority of all directors.
Article 110
The board of directors shall exercise the following functions and powers:
(1) to convene shareholders’ general meetings and report to the shareholders’ general meetings;
(2) to implement resolutions of shareholders’ general meetings;
(3) to decide on the Company’s business plans and investment plans;
(4) to formulate the annual financial budgets and final accounts of the Company;
(5) to prepare the profit distribution plans and loss recovery plans of the Company;
(6) to formulate proposals for the increase or reduction of the Company’s registered capital, issue of bonds or other securities and the listing plans;	Article 117
The board of directors shall exercise the following functions and powers:
(1) to convene shareholders’ general meetings and report to the shareholders’ general meetings;
(2) to implement resolutions of shareholders’ general meetings;
(3) to decide on the Company’s business plans and investment plans;
(4) to formulate the annual financial budgets and final accounts of the Company;
(5)(4) to prepare the profit distribution plans and loss recovery plans of the Company;
(6)(5) to formulate proposals for the increase or reduction of the Company’s registered capital, issue of bonds or other securities and the listing plans;

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
(7) to formulate plans for material acquisitions and disposals, purchase of shares of the Company, merger, division, dissolution or change to the corporate structure of the Company;	(7)(6) to formulate plans for material acquisitions—and-disposals, purchase of shares of the Company, merger, division, dissolution or change to the corporate structure of the Company;
(8) to decide on, within the scope of authority granted by the shareholders' general meeting, external investment, acquisition and disposal of assets, pledge of asset, external guarantees, entrusted financing, connected transactions, external donations and other matters;	(8)(7) to decide on, within the scope of authority granted by the shareholders' general—meeting, external investment, acquisition and disposal of assets, pledge of asset, external guarantees, entrusted financing, connected transactions, external donations and other matters;
(9) to decide on the establishment of internal management organizations of the Company;	(9)(8) to decide on the establishment of internal management organizations of the Company;
(10) to decide on the appointment or dismissal of the general manager, secretary to the board of directors and other senior management members and to determine their remunerations, rewards and disciplinary actions; to appoint or dismiss vice general manager, responsible person in finance and other senior management members of the Company based on the nominations of the general manager, and to determine their remunerations, rewards and disciplinary actions;	(10)(9) to decide on the appointment or dismissal of the general manager, secretary to the board of directors and other senior management members and to determine their remunerations, rewards and disciplinary actions; to decide to appoint or dismiss vice general manager, responsible person in finance and other senior management members of the Company based on the nominations of the general manager, and to determine their remunerations, rewards and disciplinary actions;
(11) to set up the basic management system of the Company;	(11)(10) to set up the basic management system of the Company;
(12) to formulate the proposals for any amendment to the Articles of Association;	(12)(11) to formulate the proposals for any amendment to the Articles of Association;
(13) to manage the information disclosure of the Company;	(13)(12) to manage the information disclosure of the Company;

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
(14) to propose to the shareholders’ general meeting the appointment or replacement of the accounting firms which provide audit services to the Company;	(14)(13) to propose to the shareholders’ general—meeting the appointment or replacement of the accounting firms which provide audit services to the Company;
(15) to listen to work reports of the general manager and review his work;	(15)(14) to listen to work reports of the general manager and review his work;
(16) to consider and approve (1) share transactions with all percentage ratios of less than 5% and the consideration including shares to be issued for listing (including one-off transactions and a series of transactions that require a combined calculation of the percentage ratios); (2) disclosable transactions with all percentage ratios of 5% or more but less than 25% (including one-off transactions and a series of transactions that require the combined calculation of the percentage ratios); and (3) partially exempt connected transactions and non-exempt connected transactions with all percentage ratios (except profits ratio) of higher than 0.1% but lower than 5% (including one-off transactions and a series of transactions that require the combined calculation of the percentage ratios), calculated in accordance with the percentage ratio requirements of Rule 14.07 of the Hong Kong Listing Rules;	(16)(15) to consider and approve (1) share transactions with all percentage ratios of less than 5% and the consideration including shares to be issued for listing (including one-off transactions and a series of transactions that require a combined calculation of the percentage ratios); (2) disclosable transactions with all percentage ratios of 5% or more but less than 25% (including one-off transactions and a series of transactions that require the combined calculation of the percentage ratios); and (3) partially exempt connected transactions and non-exempt connected transactions with all percentage ratios (except profits ratio) of higher than 0.1% but lower than 5% (including one-off transactions and a series of transactions that require the combined calculation of the percentage ratios), calculated in accordance with the percentage ratio requirements of Rule 14.07 of the Hong Kong Listing Rules;
(17) to decide on such major matters and administrative affairs other than those ought to be decided by the shareholders’ general meeting of the Company as specified in the laws, administrative regulations, rules and regulations of competent authorities, the Articles of Association and listing rules of the stock exchange where the Company’s shares are listed, and to enter into other important agreements;	(16) to have the right to decide, within three years, to issue shares not exceeding 50% of the issued shares; however, shares issued in consideration of non-monetary assets shall require a resolution of the shareholders’ meeting. If the board of directors decides to issue new shares in accordance with the above-mentioned provisions, the board resolution shall be approved by more than two-thirds of all directors. If the board of directors decides to issue shares under the authorization of the Articles of Association, resulting in a change in the Company’s registered capital and the number of issued shares, the amendment to the said recorded item in the Articles of Association shall not require further resolution by the shareholders’ meeting;

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
The board of directors of the Company shall establish an audit committee, and shall establish other special committees deemed necessary, such as nomination, remuneration and evaluation committees.

Matters exceeding the scope of the authority of the shareholders’ general meeting shall be submitted to the shareholders’ general meeting for consideration. | (17) to decide on such major matters and administrative affairs other than those ought to be decided by the shareholders’ general meeting of the Company as specified in the laws, administrative regulations, rules and regulations of competent authorities, the Articles of Association and listing rules of the stock exchange where the Company’s shares are listed, and to enter into other important agreements;

(18) other duties and powers stipulated by laws, administrative regulations, authorities’ regulations or the provisions of the Articles of Association.

The board of directors of the Company shall establish an audit committee, and shall establish other special committees deemed necessary, such as nomination, remuneration and evaluation committees.

Matters exceeding the scope of the authority of the shareholders’ general meeting shall be submitted to the shareholders’ general meeting for consideration. |
| Article 112

The board of directors shall appoint a chairman, who shall be elected by more than half of all the directors of the board of directors. | Article 119

The board of directors shall appoint a chairman, who shall be elected by more than half of all the directors of the board of directors. formulate the rules of procedure for board meetings to ensure the implementation of resolutions of the shareholders’ meeting, improve work efficiency, and guarantee scientific decision-making. |
| Article 114

If the chairman of the board of directors of the Company cannot or does not perform his duties, a director jointly elected by more than half of the directors shall perform such duties. | Article 121

If the chairman of the board of directors of the Company cannot or does not perform his duties, a director jointly elected by more than half of the directors shall perform such duties. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 115

The board of directors shall formulate the rules of procedure, and specify the formats of discussion and voting procedures for meetings of the board of directors to ensure the implementation of the resolutions of shareholders’ general meeting, to improve efficiency and to have scientific decision-making. The rules of procedures for the meetings of the board of directors shall be formulated by the board of directors and approved by the shareholders’ general meeting. | Article 122

The board of directors shall, in accordance with relevant laws, regulations and normative documents as well as the actual situation of the Company, formulate the rules of procedure, and specify the formats of discussion and voting procedures for meetings of the board of directors to ensure the implementation of the resolutions of shareholders’ general meeting, to improve efficiency and to have scientific decision-making. The rules of procedures for the meetings of the board of directors systems for the management of investment and financing, external guarantees and connected transactions, and determine the scope of authority to examine and decision-making procedures for the Company’s external investments, acquisition and disposal of assets, pledge of assets, external guarantees, entrusted financing and connected transactions, as well as the specific proportion to the Company’s assets of the funds involved. The systems for investment and financing management, external guarantees and connected transactions shall be formulated by the board of directors and approved by the shareholders’ general meeting.

The board of directors shall strictly enforce the examination authority and decision-making procedures for external investment, acquisition and disposal of assets, asset pledges, external guarantees, entrusted financing and connected transactions; major investment projects shall be assessed by relevant experts and professionals and reported to the shareholders’ meeting for approval.

The board of directors shall strictly enforce the corresponding examination and decision-making procedures; major investment projects shall be assessed by relevant experts and professionals and reported to the shareholders’ meeting for approval. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 116

The board of directors shall, in accordance with relevant laws, regulations and normative documents as well as the actual situation of the Company, formulate a system for the management of investment and financing, external guarantees and connected transactions, and determine the scope of authority to examine and decision-making procedures for the Company's external investments, acquisition and disposal of assets, pledge of assets, external guarantees, entrusted financing and connected transactions, as well as the specific proportion to the Company's assets of the funds involved. The systems for investment and financing management, external guarantees and connected transactions shall be formulated by the board of directors and approved by the shareholders' general meeting.

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APPENDIX II

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Original article

Revised article

The “transactions” referred herein shall include: (1) purchase or disposal of assets; (2) investments (including entrusted financing, investments in subsidiaries, etc.); (3) provision of financial assistance (including entrusted loans); (4) provision of guarantee (including those for the subsidiaries); (5) lease or rental of assets; (6) entering into contracts on management (including entrusted or contracted business management); (7) donating or receiving assets as a gift; (8) debt or debt restructuring; (9) transfer of research and development projects; (10) entering into authorization agreements; (11) waiver of rights (including waiver of pre-emptive right, priority for invited capital contribution and other rights); (12) other transactions as stipulated by laws, regulations and normative documents. The purchase or disposal of assets referred above shall not include the purchase of raw materials, fuel and power, as well as sales of products and commodities related to daily operations; however, asset swaps involving the purchase or sale of such assets shall be included.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
The specific authority and procedures for the Company’s review and decision-making in relation to the aforesaid transactions are set out below:	The specific authority and procedures for the Company’s review and decision-making in relation to the aforesaid transactions are set out below:
(1) Transactions of the Company (except for provision of guarantees and financial assistance) that meet one of the following standards shall also be submitted to the shareholders’ general meeting for consideration after being considered and approved by the board of directors:	(1) Transactions of the Company (except for provision of guarantees and financial assistance) that meet one of the following standards shall also be submitted to the shareholders’ general—meeting for consideration after being considered and approved by the board of directors:
1. The total assets involved in the transaction account for more than 50% of the Company’s latest audited total assets, where the total assets involved in the transaction have both book value and appraisal value, the higher one will be used as the calculation data;	1. The total assets involved in the transaction account for more than 50% of the Company’s latest audited total assets, where the total assets involved in the transaction have both book value and appraisal value, the higher one will be used as the calculation data shall prevail;
2. The main business income related to the target of transaction (such as equity) in the most recent accounting year accounts for more than 50% of the Company’s audited main business income in the most accounting fiscal year;	32. The net assets involved in net profit related to the target of transaction (such as equity) in the most recent accounting year accounts—for more than 50% of the Company’s latest audited net assets profit in the most accounting fiscal year, and the absolute amount exceeds RMB50 million, where the net assets involved in the transaction have both book value and appraisal value, the higher one shall prevail;
3. The net profit related to the target of transaction (such as equity) in the most recent accounting year accounts for more than 50% of the Company’s audited net profit in the most accounting fiscal year;	4. The closing amount of the transaction (including liabilities taken and expenses) accounts for more than 50% of the Company’s latest audited net assets;
4. The closing amount of the transaction (including liabilities taken and expenses) accounts for more than 50% of the Company’s latest audited net assets;	23. The main business income related to the target of transaction (such as equity) in the most recent accounting year accounts for more than 50% of the Company’s audited main business income in the most accounting fiscal year, and the absolute amount exceeds RMB50 million;
5. The profit generated from the transaction accounts for more than 50% of the Company’s audited net profit in the most recent accounting year;

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
6. Any external investment which may constitute a transaction under Chapter 14 “Notifiable Transactions” of the Hong Kong Listing Rules, with any applicable percentage ratios in respect of which are greater than or equal to 25%;	54. The net profit generated from the transaction related to the target of transaction (such as equity) in the most recent accounting year accounts for more than 50% of the Company’s audited net profit in the most recent accounting year, and the absolute amount exceeds RMB5 million;
7. Transactions that are subject to approval by the shareholders’ general meeting as stipulated in the regulatory rules of the place where the Company’s shares are listed.	5. The closing amount of the transaction (including liabilities taken and expenses) accounts for more than 50% of the Company’s latest audited net assets, and the absolute amount exceeds RMB50 million;
(2) Transactions of the Company (except for provision of guarantees and financial assistance) that meet one of the following standards but have not yet reached the standard that should be submitted to the shareholders’ general meeting for consideration shall be considered and approved by the board of directors:	6. The profit generated from the transaction accounts for more than 50% of the Company’s audited net profit in the most recent accounting year, and the absolute amount exceeds RMB5 million;
1. The total assets involved in the transaction account for more than 10% of the Company’s latest audited total assets, where the total assets involved in the transaction have both book value and appraisal value, the higher one will be used as the calculation data;	67. Any external investment which may constitute a transaction under Chapter 14 “Notifiable Transactions” of the Hong Kong Listing Rules, with any applicable percentage ratios in respect of which are greater than or equal to 25%;
2. The main business income related to the target of transaction (such as equity) in the most recent accounting year accounts for more than 10% of the Company’s audited main business income in the most accounting fiscal year;	78. Transactions that are subject to approval by the shareholders’ general meeting as stipulated in the regulatory rules of the place where the Company’s shares are listed.
3. The net profit related to the target of transaction (such as equity) in the most recent accounting year accounts for more than 10% of the Company’s audited net profit in the most accounting fiscal year;	If the data used in the calculation of the above indicators is negative, its absolute value shall be used for calculation.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
4. The closing amount of the transaction (including liabilities taken and expenses) accounts for more than 10% of the Company’s latest audited net assets;	(2) Transactions of the Company (except for provision of guarantees and financial assistance) that meet one of the following standards but have not yet reached the standard that should be submitted to the shareholders’ general—meeting for consideration shall be considered and approved by the board of directors:
5. The profit generated from the transaction accounts for more than 10% of the Company’s audited net profit in the most recent accounting year;	1. The total assets involved in the transaction account for more than 10% of the Company’s latest audited total assets, where the total assets involved in the transaction have both book value and appraisal value, the higher one will be used as the calculation datashall prevail;
6. Any external investment which may constitute a transaction under Chapter 14 “Notifiable Transactions” of the Hong Kong Listing Rules, with any applicable percentage ratios in respect of which are greater than or equal to 5%.	2. The main business income related to the target of transaction (such as equity) in the most recent accounting year accounts for more than 10% of the Company’s audited main business income in the most accounting fiscal year;
(3) Transaction matters other than those shall be considered and approved by the shareholders’ general meeting and board of directors as mentioned above shall be considered and approved by the general manager.	2. The net assets involved in the target of transaction (such as equity) account for more than 10% of the Company’s latest audited net assets, and the absolute amount exceeds RMB10 million, where the net assets involved in the transaction have both book value and appraisal value, the higher one shall prevail;
(4) The means and methods for determining the relevant amounts in the foregoing provisions shall be as follows:	3. The net profit business income related to the target of transaction (such as equity) in the most recent accounting year accounts for more than 10% of the Company’s audited net profit business income in the most accounting fiscal year, and the absolute amount exceeds RMB10 million;
1. Where the Company and a same transaction party have two transactions in opposite directions at the same time except for external investment, provision of financial assistance and provision of guarantees, the calculation shall be based on the higher of the indicators involved in the transaction in a single direction.	4. The net profit related to the target of transaction (such as equity) in the most recent accounting year accounts for more than 10% of the Company’s audited net profit in the most recent accounting year, and the absolute amount exceeds RMB1 million;

– 95 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
2. If a transaction occurs in the Company with the subject matter of equity interests, and the purchase or sale of the equity will result in a change in the scope of the Company's consolidated statements, all assets and operating income of the corresponding company of the equity interests shall be deemed to be the total assets involved in the transaction mentioned in this article and the operating income relevant to the subject matter of the transaction.	45. The closing amount of the transaction (including liabilities taken and expenses) accounts for more than 10% of the Company's latest audited net assets, and the absolute amount exceeds RMB10 million;
3. Where the Company has transactions such as provision of financial assistance or entrusted wealth management, the actual amount incurred shall be used as the calculation standard, and the calculation shall be cumulative within twelve consecutive months according to the specific type of transaction, and the applicable consideration procedures shall be determined based on the cumulative calculation amount.	56. The profit generated from the transaction accounts for more than 10% of the Company's audited net profit in the most recent accounting year, and the absolute amount exceeds RMB1 million;
4. Where the Company invests externally to establish a limited liability company or a joint stock limited company, the total amount of capital contribution stipulated in the agreement shall be the standard.	67. Any external investment which may constitute a transaction under Chapter 14 "Notifiable Transactions" of the Hong Kong Listing Rules, with any applicable percentage ratios in respect of which are greater than or equal to 5%.
5. Where the Company has asset purchase or disposal transactions, the higher of the total assets and the transaction amount shall be used as the calculation standard, and shall be calculated cumulatively within twelve consecutive months according to the specific type of transaction; where the cumulative calculation reaches 30% of the latest total audited assets of the Company, it shall be audited or evaluated in accordance with requirements, and it shall also be submitted to the shareholders' general meeting for consideration, and be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.	If the data used in the calculation of the above indicators is negative, its absolute value shall be used for calculation.
	(3) Transaction matters other than those shall be considered and approved by the shareholders' general-meeting and board of directors as mentioned above shall be considered and approved by the general manager.
	(4) The means and methods for determining the relevant amounts in the foregoing provisions shall be as follows:
	1. Where the Company and a same transaction party have two-transactions in opposite directions at the same time except for external investment, provision of financial assistance and provision of guarantees, the calculation shall be based on the higher of the indicators involved in the transaction in a single direction.

– 96 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
6. For the above matters, if the review procedures have been carried out as required, they will no longer be included in the relevant range of cumulative calculation.	2. If a transaction occurs in the Company with the subject matter of equity interests, and the purchase or sale of the equity will result in a change in the scope of the Company's consolidated statements, all assets and operating income of the corresponding company of the equity interests shall be deemed to be the total assets involved in the transaction mentioned in this article and the operating income relevant to the subject matter of the transaction.
	3. Where the Company has transactions such as provision of financial assistance or entrusted wealth management, the actual amount incurred shall be used as the calculation standard, and the calculation shall be cumulative within twelve consecutive months according to the specific type of transaction, and the applicable consideration procedures shall be determined based on the cumulative calculation amount.
	4. Where the Company invests externally to establish a limited liability company or a joint stock limited company, the total amount of capital contribution stipulated in the agreement shall be the standard.
	5. Where the Company has asset purchase or disposal transactions, the higher of the total assets and the transaction amount shall prevail be used as the calculation standard, and shall be calculated cumulatively within twelve consecutive months according to the specific type of transaction; where the cumulative calculation reaches 30% of the latest total audited assets of the Company, it shall be audited or evaluated in accordance with requirements, and it shall also be submitted to the shareholders' general meeting for consideration, and be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.
	6. For the above matters, if the review procedures have been carried out as required, they will no longer be included in the relevant range of cumulative calculation.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 117
The board of directors shall meet at least 2 times a year, such meeting shall be convened by the chairman of the board of directors, with written notice to all directors and supervisors 10 days prior to the meeting.	Article 124
The board of directors shall meet at least 2 times a year, such meeting shall be convened by the chairman of the board of directors, with written notice to all directors and supervisors 10 days prior to the meeting.
Article 118
Shareholders representing more than 10% of the voting right, one third or more of the directors or the board of supervisors may propose to convene an interim Board meeting. A meeting of the board of directors shall be convened and presided by the chairman of the board of directors within 10 days upon receipt of the proposal.	Article 125
Shareholders representing more than 10% one-tenth of the voting right, one-third or more of the directors or the board of supervisors audit committee may propose to convene an interim Board meeting. A meeting of the board of directors shall be convened and presided by the chairman of the board of directors within 10 days upon receipt of the proposal.
Article 119
Notice (in written form) of an interim board meeting convened by the board of directors shall be served 5 days in advance of such meeting. In case of emergency where an interim Board meeting is required to be convened as soon as possible, the notice of meeting may be given at any time, for a minimum of 3 days before the convening of the interim Board meeting, but the convener shall give an explanation at the meeting.	Article 126
Notice (in written form) of an interim board meeting convened by the board of directors shall be served 53 days in advance of such meeting. In case of emergency where an interim Board meeting is required to be convened as soon as possible, the notice of meeting may be given at any time, for a minimum of 3 days before the convening of the interim Board meeting, but the convener shall give an explanation at the meeting.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 122

Where a director has a connected relationship with any enterprise involved in a resolution to be voted on at a meeting of the board of directors, the director concerned shall not exercise her/his voting rights for that resolution, nor shall she/he exercise voting rights on behalf of any other director. The relevant meeting of the board of directors shall not be held unless attended by an absolute majority of directors without a connected relationship with any such enterprise, and any resolution made at the meeting must be voted for by a majority of directors without any such relationship to be passed. Where the number of directors without any such connected relationship attending the meeting is less than three, the matter shall be submitted to the shareholders’ general meeting for consideration. | Article 129

Where a director has a connected relationship with any enterprise or individual involved in a resolution to be voted on at a meeting of the board of directors, the director concerned shall promptly submit a written report to the board of directors. A director having such a connected relationship shall not exercise her/his voting rights for that resolution, nor shall she/he exercise voting rights on behalf of any other director. The relevant meeting of the board of directors shall not be held unless attended by an absolute majority of directors without a connected relationship with any such enterprise, and any resolution made at the meeting must be voted for by a majority of directors without any such relationship to be passed. Where the number of directors without any such connected relationship attending the meeting is less than three, the matter shall be submitted to the shareholders’ general—meeting for consideration. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article

Revised article

Newly added article (Section 3 Independent Directors)

Article 134

Independent directors shall perform their duties in accordance with the relevant provisions of laws, administrative regulations, the listing rules of the stock exchange where the Company’s shares are listed, and departmental regulations. Independent directors shall duly perform their responsibilities, and play their roles in participating in decision-making, providing supervision and checks-and-balances, and offering professional advice at the board level, so as to safeguard the overall interests of the Company and protect the lawful rights and interests of minority shareholders. If at any time the number, qualifications or independence of the independent directors of the Company fails to meet the requirements under the Hong Kong Listing Rules, the Company shall immediately notify the Hong Kong Stock Exchange and publish an announcement setting out the relevant details and reasons. The Company shall, within three months of such non-compliance, appoint a sufficient number of independent directors to meet the requirements under the Hong Kong Listing Rules.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article (Section 3 Independent Directors)	Article 135

Independent directors must maintain their independence. None of the following persons shall serve as an independent director:

(1) Persons who hold positions in the Company or its subsidiaries, and their spouses, parents, children, and close social relations;

(2) Natural person shareholders who directly or indirectly hold 1% or more of the Company’s issued shares, or who are among the top ten shareholders of the Company, and their spouses, parents, and children;

(3) Persons who hold positions in shareholders that directly or indirectly hold 5% or more of the Company’s issued shares, or in the top five shareholders of the Company, and their spouses, parents, and children;

(4) Persons who hold positions in the subsidiaries of the Company’s controlling shareholder or actual controller, and their spouses, parents, and children;

(5) Persons who have significant business dealings with the Company, its controlling shareholder, de facto controller or their respective subsidiaries, or persons who hold positions in entities that have significant business dealings with them, including the controlling shareholders or de facto controllers of such entities; |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article

Revised article

(6) Persons who provide financial, legal, consulting, sponsorship or other services to the Company, its controlling shareholder or de facto controller, or their respective subsidiaries, including but not limited to all project team members of the intermediaries providing such services, reviewing personnel at all levels, signatories of reports, partners, directors, senior management members, and principal responsible persons;

(7) Persons who, within the past twelve months, have fallen under any of the circumstances listed in items (1) to (6) above;

(8) Other persons who are not independent as stipulated by laws, administrative regulations, regulations of the CSRC, business rules of the stock exchange, or the Articles of Association.

For items (4) to (6) above, the subsidiaries of the Company’s controlling shareholder or de facto controller do not include enterprises that are under the control of the same state-owned assets supervision and administration authority as the Company and are not deemed to be related parties of the Company in accordance with relevant regulations. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article (Section 3 Independent Directors)	Article 136

Independent directors shall conduct a self-assessment of their independence each year and submit the results to the board of directors. The board of directors shall assess the independence of the incumbent independent directors each year and issue a dedicated opinion, to be disclosed together with the annual report.

A person serving as an independent director of the Company shall meet the following conditions:

(1) Possess the qualifications to serve as a director of a listed company in accordance with laws, administrative regulations, and other relevant provisions;

(2) Meet the independence requirements specified in the Articles of Association;

(3) Possess basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations, and rules;

(4) Have more than five years of working experience in law, accounting, economics, or other fields necessary for performing the duties of an independent director;

(5) Possess good personal integrity and have no record of material dishonesty or other adverse conduct;

(6) Meet other conditions required by laws, administrative regulations, regulations of the CSRC, business rules of the stock exchange, or the Articles of Association. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article (Section 3 Independent Directors)	Article 137

Independent directors, as members of the board of directors, owe fiduciary duties and duties of diligence to the Company and all shareholders, and shall prudently perform the following responsibilities:

(1) Participate in board decision-making and express explicit opinions on the matters under consideration;

(2) Supervise potential major conflicts of interest between the Company and its controlling shareholder, de facto controller, directors, and senior management members, and protect the lawful rights and interests of minority shareholders;

(3) Provide professional and objective advice on the Company’s business and development to enhance the decision-making capability of the board of directors;

(4) Other duties stipulated by laws, administrative regulations, regulations of the CSRC, and the Articles of Association. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article (Section 3 Independent Directors)	Article 138

Independent directors shall exercise the following special powers:

(1) Independently engage intermediaries to conduct audits, consultations, or verifications on specific matters of the Company;

(2) Propose to the board of directors the convening of an interim shareholders’ meeting;

(3) Propose the convening of a board meeting;

(4) Publicly solicit shareholders’ rights from shareholders in accordance with the law;

(5) Issue independent opinions on matters that may harm the interests of the Company or the interests of minority shareholders;

(6) Other powers stipulated by laws, administrative regulations, regulations of the CSRC, and the Articles of Association.

The exercise of the powers listed in items (1) to (3) of the preceding paragraph by independent directors shall be subject to the approval of more than half of all independent directors.

The Company shall promptly disclose the exercise of the powers listed in the first paragraph by independent directors. If such powers cannot be exercised normally, the Company shall disclose the specific circumstances and reasons. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article (Section 3 Independent Directors)	Article 139

The following matters shall be submitted to the board of directors for consideration only after being approved by more than half of all independent directors:

(1) Connected transactions that are required to be disclosed;

(2) Proposals concerning the modification or waiver of undertakings by the Company or relevant parties;

(3) Decisions made and measures taken by the board of a listed company in response to an acquisition;

(4) Other matters stipulated by laws, administrative regulations, regulations of the CSRC, and the Articles of Association. |
| Newly added article (Section 3 Independent Directors) | Article 140

The Company shall establish a dedicated meeting mechanism participated in solely by independent directors. Prior approval by the independent directors’ dedicated meeting is required for the board of directors to deliberate on connected transactions and other relevant matters.

The Company shall convene independent directors’ dedicated meetings on a regular or ad hoc basis. Matters listed in items (1) to (3) of the first paragraph of Article 138, and Article 139 shall be reviewed by the independent directors’ dedicated meeting.

The independent directors’ dedicated meeting may, where necessary, study and discuss other matters of the Company. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
	The independent directors’ dedicated meeting shall be convened and presided over by an independent director jointly elected by more than half of the independent directors; where the convener fails or is unable to perform such duties, two or more independent directors may convene the meeting on their own and elect one representative to preside over it.

Minutes shall be prepared for the independent directors’ dedicated meeting in accordance with the relevant requirements, and the opinions of the independent directors shall be expressly recorded in the minutes. Independent directors shall sign the minutes for confirmation.

The Company shall provide convenience and support for the convening of independent directors’ dedicated meetings. |
| Newly added article (Section 4 Special Committees under the Board) | Article 141
The board of directors of the Company shall establish an audit committee, which shall exercise the powers of the board of supervisors as provided under the Company Law. |
| Newly added article (Section 4 Special Committees under the Board) | Article 142
The audit committee shall consist of three members, all of whom shall be directors who do not serve as senior management members of the Company. Among them, independent directors shall constitute no fewer than two members/shall constitute a majority. The convener shall be an independent director who is a professional in accounting or financial management. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article (Section 4 Special Committees under the Board)	Article 143
The audit committee shall be responsible for reviewing the Company’s financial information and its disclosure, supervising and assessing internal and external audit work and internal controls. The following matters shall be submitted to the board of directors for consideration only after being approved by more than half of all members of the audit committee:

(1) The disclosure of financial accounting reports, financial information in periodic reports, and internal control appraisal reports;

(2) The engagement or dismissal of the accounting firm that undertakes the Company’s audit services;

(3) The appointment or dismissal of the Company’s chief financial officer;

(4) Changes in accounting policies, accounting estimates, or corrections of major accounting errors due to reasons other than changes in accounting standards;

(5) Other matters stipulated by laws, administrative regulations, regulations of the CSRC, and the Articles of Association. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article (Section 4 Special Committees under the Board)	Article 144
The audit committee shall convene at least one meeting every quarter. An interim meeting may be convened upon the proposal of two or more members or when the convener deems it necessary. A meeting of the audit committee may only be held when more than two-thirds of its members are present.

Resolutions of the audit committee shall be adopted by more than half of all members of the audit committee. |
| Newly added article (Section 4 Special Committees under the Board) | Article 145
Voting on resolutions of the audit committee shall follow the principle of one person, one vote. |
| Newly added article (Section 4 Special Committees under the Board) | Article 146
Resolutions of the audit committee shall have meeting minutes prepared in accordance with the relevant requirements, and members of the audit committee attending the meeting shall sign the minutes. |
| Newly added article (Section 4 Special Committees under the Board) | Article 147
The working rules of the audit committee shall be formulated by the board of directors. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article (Section 4 Special Committees under the Board)	Article 148
The Company’s board of directors shall establish other special committees such as the strategy committee, the nomination committee, and the remuneration and appraisal committee, which shall perform their duties in accordance with the Articles of Association and the authorization of the board of directors. Proposals of special committees shall be submitted to the board of directors for consideration and decision. The working rules of the special committees shall be formulated by the board of directors.
Newly added article (Section 4 Special Committees under the Board)	Article 149
The nomination committee shall be responsible for formulating selection criteria and procedures for directors and senior management members, selecting and reviewing candidates for directors and senior management members and their qualifications, and making recommendations to the board of directors on the following matters:
(1) The nomination or appointment and removal of directors;
(2) The appointment or dismissal of senior management members;
(3) Other matters stipulated by laws, administrative regulations, regulations of the CSRC, and the Articles of Association.
Where the board of directors does not adopt or does not fully adopt the recommendations of the nomination committee, it shall record the opinions of the nomination committee and the specific reasons for not adopting them in the board resolution, and make disclosure accordingly.

110 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article (Section 4 Special Committees under the Board)	Article 150

The remuneration and appraisal committee shall be responsible for formulating appraisal standards for directors and senior management members and conducting such appraisals, formulating and reviewing remuneration policies and plans including mechanisms for determining remuneration, decision-making procedures, payment arrangements, and clawback arrangements for directors and senior management members, and making recommendations to the board of directors on the following matters:

(1) The remuneration of directors and senior management members;

(2) The formulation or amendment of equity incentive plans, employee stock ownership plans, and the achievement of conditions for the grant and exercise of rights by incentive recipients;

(3) Arrangements for directors and senior management members to participate in employee stock ownership plans of subsidiaries proposed to be spun off;

(4) Other matters stipulated by laws, administrative regulations, regulations of the CSRC, and the Articles of Association.

Where the board of directors does not adopt or does not fully adopt the recommendations of the remuneration and appraisal committee, it shall record the opinions of the remuneration and appraisal committee and the specific reasons for not adopting them in the board resolution, and make disclosure accordingly. |

111 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article (Section 4 Special Committees under the Board)	Article 151

The primary responsibilities of the strategy committee shall be to study and make recommendations on the Company's long-term development strategies and major investment decisions. |
| Article 127

The Company shall appoint one general manager, who shall be appointed or dismissed by the board of directors.

The general manager, the deputy general managers, the chief financial officer and secretary of the Board shall be deemed to be the senior management members of the Company. | Article 152

The Company shall appoint one general manager, who shall be appointed or dismissed by the board of directors. The general manager, the deputy general managers, the chief financial officer and secretary of the Board shall be deemed to be the senior management members of the Company. The Company shall have deputy general managers, who shall be appointed or dismissed by the board of directors. |
| Article 128

Provisions of Article 98 of the Articles of Association with respect to the circumstances where a person may not serve as director of the Company are applicable to senior management members.

Provisions of Article 100 of the Articles of Association with respect to the fiduciary duties of the directors, and provisions of Article 101 (4) to (6) of the Articles of Association with respect to the duties of diligence are applicable to senior management members. | Article 153

Provisions of Article 98 of the Articles of Association with respect to the circumstances where a person may not serve as director of the Company, as well as the requirements on resignation management, are applicable to senior management members.

Provisions of Article 100 of the Articles of Association with respect to the fiduciary duties and duties of diligence of the directors, and provisions of Article 101 (4) to (6) of the Articles of Association with respect to the duties of diligence are applicable to senior management members. |

112 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 129
Any person holding a position other than directors and supervisors in the Company's controlling shareholders and de facto controllers shall not serve as the senior management members of the Company.

The senior management members of the Company shall only receive remuneration in the Company and shall not be paid by the controlling shareholders on behalf of the Company. | Article 154
Any person holding a—other executive position other than directors and supervisors in the Company's controlling shareholders and de facto controllers shall not serve as the senior management members of the Company.

The senior management members of the Company shall only receive remuneration in the Company and shall not be paid by the controlling shareholders on behalf of the Company. |
| Article 131
The general manager shall be accountable to the board of directors and shall exercise the following functions and powers:

(1) to manage the Company's production and operations, and organise the implementation of Board resolutions and report his/her work to the board of directors;

(2) to organise and implement the Company's annual business plan and investment proposals;

(3) to formulate the Company's internal management structure proposals;

(4) to formulate the Company's fundamental management system;

(5) to formulate specific rules and regulations for the Company;

(6) to propose to the board of directors on the appointment or dismissal of the deputy general managers or the chief financial officer of the Company;

(7) to appoint or dismiss officers of the Company other than those to be appointed or dismissed by the board of directors;

(8) any other functions and powers granted by the Articles of Association or the board of directors. The general manager shall be present at Board meetings. | Article 156
The general manager shall be accountable to the board of directors and shall exercise the following functions and powers:

(1) to manage the Company's production and operations, and organise the implementation of Board resolutions and report his/her work to the board of directors;

(2) to organise and implement the Company's annual business plan and investment proposals;

(3) to formulate the Company's internal management structure proposals;

(4) to formulate the Company's fundamental management system;

(5) to formulate specific rules and regulations for the Company;

(6) to propose to the board of directors on the appointment or dismissal of the deputy general managers or the chief financial officer of the Company;

(7) to appoint or dismiss officers of the Company other than those to be appointed or dismissed by the board of directors;

(8) any other functions and powers granted by the Articles of Association or the board of directors. The general manager shall be present at Board meetings. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 133

The terms of reference of the general manager cover the following:

(1) the conditions, procedures and number of participants for holding a general manager’s meetings;

(2) their respective duties and division of responsibilities among the general manager and other senior management members;

(3) the use the capital and the assets of the Company and the extent of powers in the execution of major contracts, and the reporting system to the board of directors and the board of supervisors;

(4) any other matters considered necessary by the board of directors. | Article 158

The terms of reference of the general manager cover the following:

(1) the conditions, procedures and number of participants for holding a general manager’s meetings;

(2) their respective duties and division of responsibilities among the general manager and other senior management members;

(3) the use of the capital and the assets of the Company and the extent of powers in the execution of major contracts, and the reporting system to the board of directors and the board of supervisors;

(4) any other matters considered necessary by the board of directors. |
| Article 134

The general manager may submit his/her resignation before the expiry of his/her term of service. The specific procedures and methods concerning the general manager’s resignation are specified in the employment contract between the general manager and the Company. | Article 159

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 137

The Company shall appoint a secretary of the Board, who shall be appointed or dismissed by the board of directors.

The secretary of the Board shall be responsible for the preparations for shareholders' general meetings and Board meetings, keeping of documentation and managing shareholders' data as well as handling matters such as information disclosure of the Company.

The secretary of the Board shall comply with the relevant provisions of the laws, administrative regulations, departmental rules and the Articles of Association. | Article 162

The Company shall appoint a secretary of the Board, who shall be appointed or dismissed by the board of directors. The secretary of the Board shall be responsible for the preparations for shareholders' general meetings and Board meetings, keeping of documentation and managing shareholders' data as well as handling matters such as information disclosure of the Company.

The secretary of the Board shall comply with the relevant provisions of the laws, administrative regulations, departmental rules and the Articles of Association. |
| Article 138

Where a senior management member, in the performance of his/her duties for the Company, causes damage to any other person, the Company shall bear the liability for compensation; where such senior management member acts with intent or gross negligence, he/she shall also bear the liability for compensation.

If a senior management member contravenes the provisions of laws, administrative regulations, departmental rules or the Articles of Association when carrying out his/her duties in the Company, he/she shall be liable to compensate the Company for the losses thereof. |
| Chapter 7 Board of Supervisors of the original Articles of Association is hereby deleted in its entirety (Articles 140 to 162 of the original Articles of Association). | Deleted article |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 162
The Company shall formulate its own financial and accounting system in accordance with the laws, administrative regulations and the provisions of relevant state departments. The Company shall prepare a financial report at the end of each fiscal year and examine and verify it according to the law.	Article 165
The Company shall formulate its own financial and accounting system in accordance with the laws, administrative regulations and the provisions of relevant state departments. The Company shall prepare a financial report at the end of each fiscal year and examine and verify it according to the law.
Article 166
The Company shall not maintain any account books other than the statutory account books. The assets of the Company shall not be deposited in any personal account.	Article 169
The Company shall not maintain any account books other than the statutory account books. The assets funds of the Company shall not be deposited in any personal account.
Article 167
In distributing its current-year after-tax profits, the Company shall allocate 10% of its profit to its statutory reserve fund. Allocations to the Company's statutory reserve fund may be waived once the cumulative amount of funds therein exceeds 50% of the Company's registered capital.

Where the statutory reserve fund is not sufficient to cover any loss made by the Company in the previous year, the current year's profit shall be used to cover such loss before any allocation is made to the statutory reserve fund pursuant to the preceding paragraph.

After an allocation to the statutory reserve fund has been made from the after-tax profit of the Company, and subject to the adoption of a resolution by the shareholders' general meeting, an allocation may be made to the discretionary reserve fund. | Article 170
In distributing its current-year after-tax profits, the Company shall allocate 10% of its profit to its statutory reserve fund. Allocations to the Company's statutory reserve fund may be waived once the cumulative amount of funds therein exceeds 50% of the Company's registered capital.

116 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
After the Company has covered its losses and made allocations to the reserve funds, any remaining profit shall be distributed to the shareholders in proportion to their respective shareholdings.

Where the shareholders’ general meeting, in violation of the preceding paragraph, distributes profits to the shareholders before covering company losses and making an allocation to the company statutory reserve fund, the profits so distributed must be returned to the Company.

Profits shall not be distributed to company shares held by the Company itself. | After the Company has covered its losses and made allocations to the reserve funds, any remaining profit shall be distributed to the shareholders in proportion to their respective shareholdings, unless otherwise provided in the Articles of Association regarding distributions not made in proportion to shareholdings.

Where the shareholders’ general meeting, in violation of the Company Law preceding paragraph, distributes profits to the shareholders before covering company losses and making an allocation to the company statutory reserve fund, the profits so distributed must be returned to the Company. Where losses are caused to the Company as a result thereof, the shareholders and the directors and senior management members who are responsible shall bear liability for compensation.

Profits shall not be distributed to company shares held by the Company itself. |
| Article 168

The Company’s common reserve fund shall be applied to cover the losses of the Company, expand its business operations or be converted to increase the capital of the Company, but the capital reserve fund shall not be used to cover the losses of the Company.

Upon the conversion of the statutory common reserve fund into capital, the balance of the common reserve fund shall not be less than 25% of the registered capital of the Company before such conversion. | Deleted article |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 169
After the resolution on the profit distribution plan has been adopted at the shareholder's general meeting of the Company, or after the board of directors of the Company has formulated a specific plan based on the next year's interim dividend conditions and upper limit reviewed and approved by the annual general meeting, the distribution of dividends (or shares) shall be completed within two months.	Article 171
After the resolution on the profit distribution plan has been adopted at the shareholder's general meeting of the Company, or after the board of directors of the Company has formulated a specific plan based on the next year's interim dividend conditions and upper limit reviewed and approved by the annual shareholder's general meeting, the distribution of dividends (or shares) shall be completed within two months.
Newly added article	Article 172
The Company's common reserve fund shall be applied to cover the losses of the Company, expand its business operations or be converted to increase the registered capital of the Company.

When common reserve funds are used to cover the losses of the Company, the discretionary reserve fund and statutory reserve fund shall be applied first. If the losses still cannot be covered, the capital reserve fund may be used in accordance with the relevant provisions.

Upon the conversion of the statutory common reserve fund into registered capital, the balance of the common reserve fund shall not be less than 25% of the registered capital of the Company before such conversion. |

118 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 172

The Company shall implement an internal audit system and arrange for full-time auditors to supervise the internal auditing of the Company’s financial revenue and expenditure, as well as its economic activities that clearly sets out the leadership structure, responsibilities and authorities, staffing arrangements, funding guarantees, application of audit results, and accountability mechanisms for internal audit work.

The internal audit system shall be implemented upon approval by the Board of Directors and shall be disclosed to the public. |
| Newly added article | Article 176

The Company’s internal audit department shall supervise and inspect the Company’s business activities, risk management, internal controls, financial information, and other relevant matters. |
| Article 173

The internal audit system and the duties of the auditing staff of the Company shall come into effect upon approval by the board of directors. The person in charge of audit shall be accountable and report to the board of directors department shall be accountable to the board of directors. During the course of supervising and inspecting the Company’s business activities, risk management, internal controls, and financial information, the internal audit department shall be subject to the supervision and guidance of the audit committee. Where the internal audit department identifies any material issues or leads, it shall report directly and immediately to the audit committee. |

119 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article	Article 178

The internal audit department shall be responsible for the specific organization and implementation of the Company's internal control evaluation. Based on the evaluation report and related materials issued by the internal audit department and reviewed by the audit committee, the Company shall prepare the annual internal control evaluation report. |
| Newly added article | Article 179

When the audit committee communicates with external audit institutions such as accounting firms and state audit authorities, the internal audit department shall actively cooperate and provide the necessary support and assistance. |
| Newly added article | Article 180

The audit committee shall participate in the performance evaluation of the head of the internal audit department. |
| Article 175

The appointment, dismissal or the end of contract of the accounting firm that provides regular audit services to the Company shall be determined by the shareholders' general meeting, and the board of directors shall not appoint an accounting firm before the decision of the shareholders' general meeting. | Article 182

The appointment and dismissal or the end of contract of the accounting firm that provides regular audit services to the Company shall be determined by the shareholders' general meeting, and the Board of directors shall not appoint an accounting firm before the decision of the shareholders' general meeting. |

120 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 178
A 20-day prior notice shall be given to the accounting firm if the Company decides to remove such accounting firm or not to renew the engagement thereof. The accounting firm is entitled to make representations at the shareholders’ general meeting of the Company before the voting on a resolution regarding the removal of such accounting firm is conducted thereat.

Where the accounting firm resigns, it shall make clear to the shareholders’ general meeting whether there has been any impropriety on the part of the Company. | Article 185
A 20-day prior notice shall be given to the accounting firm if the Company decides to remove such accounting firm or not to renew the engagement thereof. The accounting firm is entitled to make representations at the shareholders’ general—meeting of the Company before the voting on a resolution regarding the removal of such accounting firm is conducted thereat.

Where the accounting firm resigns, it shall make clear to the shareholders’ general meeting whether there has been any impropriety on the part of the Company. |
| Article 183
The notice of convening meetings of the board of supervisors shall be delivered to all directors by personal delivery, mail, fax, email or other written means. If an emergency requires that an extraordinary meeting of the board of directors be held as soon as possible, a meeting notice may be issued by telephone or other oral means, but the convener shall make an explanation at the meeting. | Deleted article |
| Article 185
The accidental omission in giving notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive such notice shall not invalidate the meeting and the resolutions passed at the meeting. | Article 191
The accidental omission in giving notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive such notice shall not solely invalidate the meeting and the resolutions passed at the meeting. |

121 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 189

The merger of the Company may take the form of either merger by absorption or merger by the establishment of a new company.

Absorption means that a company absorbs another company and the absorbed company will be dissolved. Where two or more companies merge into a new company, companies involved in the merger will be dissolved. | Article 195

The merger of the Company may take the form of either merger by absorption or merger by the establishment of a new company.

Where the consideration paid by the Company in a merger does not exceed 10% of the Company’s net assets, a resolution of the shareholders’ meeting is not required, unless otherwise provided in the Articles of Association.

A merger conducted by the Company in accordance with the preceding paragraph without a resolution of the shareholders’ meeting shall be approved by a resolution of the board of directors. |

122 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 190

In the event of a merger, the merging parties shall execute a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within 10 days from the date of the Company’s merger resolution and shall publish an announcement in the information disclosure newspaper designated by the Company and approved by the stock exchange where the Company’s shares are listed within 30 days from the date of such resolution. The creditors shall, within 30 days of the receipt of the notice or, for those who do not receive the notice, within 45 days from the date of the announcement, demand the Company to settle their debts or provide corresponding guarantees for such debts. | Article 197

In the event of a merger, the merging parties shall execute a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within 10 days from the date of the Company’s merger resolution and shall publish an announcement in the information disclosure newspaper designated by the Company and approved by the stock exchange where the Company’s shares are listed, or on the National Enterprise Credit Information Publicity System, within 30 days from the date of such resolution.

The creditors shall, within 30 days of the receipt of the notice or, for those who do not receive the notice, within 45 days from the date of the announcement, demand the Company to settle their debts or provide corresponding guarantees for such debts. |
| Article 191

After the merger of the Company, the claims and debts of the parties to the merger shall be assumed by the surviving company or the newly established company. | Article 198

After the merger of the Company, the claims and debts of the parties to the merger shall be assumed by the surviving company or the newly established company. |

123 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 192
When the Company is divided, its assets shall be split up accordingly.

In the event of a division, the Company shall prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within 10 days from the date of the Company’s resolution on division, and shall publish an announcement on the information disclosure newspaper designated by the Company within 30 days from the date of such resolution. | Article 199
When the Company is divided, its assets shall be split up accordingly.

In the event of a division, the Company shall prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within 10 days from the date of the Company’s merger resolution and shall publish an announcement in the information disclosure newspaper designated by the Company, or on the National Enterprise Credit Information Publicity System, within 30 days from the date of such resolution. |
| Article 194
Where the Company is required to reduce its registered capital, it shall prepare a balance sheet and an inventory of assets.

The Company shall notify its creditors within 10 days from the date of passing the Company’s resolution on reduction of registered capital and shall publish an announcement on the information disclosure newspaper designated by the Company within 30 days from the date of such resolution. The creditors shall, within 30 days of the receipt of the notice or, for those who do not receive the notice, within 45 days from the date of the announcement, demand the Company to settle their debts or provide corresponding guarantees for such debts.

The registered capital of the Company after reduction shall not be less than the statutory minimum amount. | Article 201
Where the Company reduces its registered capital, it shall prepare a balance sheet and an inventory of assets.

The Company shall notify its creditors within 10 days from the date of shareholders’ meeting passing the resolution on reduction of registered capital and shall publish an announcement on the information disclosure newspaper designated by the Company, or on the National Enterprise Credit Information Publicity System, within 30 days from the date of such resolution. The creditors shall, within 30 days of the receipt of the notice or, for those who do not receive the notice, within 45 days from the date of the announcement, demand the Company to settle their debts or provide corresponding guarantees for such debts.

When The registered capital of the Company after reduction shall not be less than the statutory minimum amount reduces its registered capital, the contributed capital or shares of each shareholder shall be reduced correspondingly in proportion to their respective shareholdings, unless otherwise provided by law or in the Articles of Association. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article	Article 202

If the Company still has losses after making up for losses in accordance with the provisions of Paragraph 2 of Article 172 of the Articles of Association, it may reduce its registered capital to cover the losses. Where the registered capital is reduced to cover losses, the Company shall not make distributions to shareholders, nor shall it release shareholders from their obligations to make capital contributions or pay share monies.

A capital reduction conducted pursuant to the preceding paragraph shall not be subject to the provisions of Paragraph 2 of Article 201 of the Articles of Association. However, the Company shall publish an announcement on the information disclosure newspaper designated by the Company, or on the National Enterprise Credit Information Publicity System, within 30 days from the date of shareholders’ meeting passing the resolution on reduction of registered capital.

After the Company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the accumulated amount of the statutory reserve fund and the discretionary reserve fund reaches 50% of the Company’s registered capital. |

125 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Newly added article	Article 203
If the registered capital is reduced in violation of the Company Law or other relevant provisions, the shareholders shall return the funds they have received. If a shareholder’s capital contribution was reduced or exempted, the original state shall be restored. Where losses are caused to the Company as a result thereof, the shareholders and the directors and senior management members who are responsible shall bear liability for compensation.
Newly added article	Article 204
When the Company issues new shares to increase its registered capital, shareholders do not have pre-emptive rights, unless otherwise provided by the Articles of Association or a shareholders’ resolution decides that shareholders have pre-emptive rights.
Article 196
The Company shall be dissolved and liquidated according to law in any of the following circumstances:
(1) the operating term prescribed in the Articles of Association has expired, or any other grounds for dissolution prescribed in the Articles of Association have arisen;
(2) the shareholders’ general meeting has adopted a resolution to dissolve the Company;	Article 206
The Company shall be dissolved and liquidated according to law in any of the following circumstances for the following reasons:
(1) the operating term prescribed in the Articles of Association has expired, or any other grounds for dissolution prescribed in the Articles of Association have arisen;
(2) the shareholders’ general meeting has adopted a resolution to dissolve the Company;

– 126 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
(3) dissolution is required due to a merger involving the Company or the breakup of the Company;	(3) dissolution is required due to a merger involving the Company or the breakup of the Company;
(4) the Company’s business license has been lawfully revoked, or the Company has been ordered to close down or wound up;	(4) the Company’s business license has been lawfully revoked, or the Company has been ordered to close down or wound up;
(5) where serious difficulties have arisen in the operation of the Company and the continuation of the Company would certainly damage the shareholders’ interests to a significant extent; however, where any such scenario cannot be resolved through other channels, shareholders representing more than 10% of all voting rights may petition the people’s court to dissolve the Company.	(5) where serious difficulties have arisen in the operation of the Company and the continuation of the Company would certainly damage the shareholders’ interests to a significant extent; however, where any such scenario cannot be resolved through other channels, shareholders representing holding more than 10% of all voting rights may petition the people’s court to dissolve the Company.
	Where any cause for dissolution as specified in the preceding paragraph arises, the Company shall, within ten days, disclose such cause for dissolution through the National Enterprise Credit Information Publicity System.
Article 197
Where the circumstances described in item (1) of Article 197 apply to the Company, it may amend its Articles of Association to continue its existence.
Any amendment made to the Articles of Association pursuant to the preceding paragraph shall be adopted by no less than two-thirds of all voting shareholders in attendance at the relevant shareholders’ general meeting.	Article 207
Where the circumstances described in items (1) and (2) of Article 196206 of the Articles of Association apply to the Company, and no property has yet been distributed to the shareholders, it may amend its Articles of Association or adopt a resolution of the shareholders’ meeting to continue its existence.
Any amendment to the Articles of Association or resolution of the shareholders’ meeting made pursuant to the preceding paragraph shall be adopted by no less than two-thirds of all voting shareholders in attendance at the relevant shareholders’ general meeting.

– 127 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 198

Where the Company is to be dissolved pursuant to items (1), (2), (4) or (5) in Article 196 of the Articles of Association, a liquidation committee shall be established within 15 days from the date when the event of liquidation occurs. The liquidation committee shall be composed of directors or members determined by the shareholders’ general meeting. Where the Company fails to form a liquidation committee to liquidate the Company within the prescribed period of time, its creditors may petition the people’s court to appoint the relevant persons to establish a liquidation committee and liquidate the Company. | Article 208

Where the Company is to be dissolved pursuant to items (1), (2), (4) or (5) in Article 196206 of the Articles of Association, it shall undergo liquidation. As the persons responsible for the Company’s liquidation, the directors shall form a liquidation committee shall be established to carry out the liquidation within 15 days from the date when the event of liquidation occurs.

The liquidation committee shall be composed of directors, unless otherwise provided in the Articles of Association or members determined by the shareholders’ general meeting resolves to select other persons.

Where the Company fails to form a liquidation committee to liquidate the Company within the prescribed period of time, its creditors may petition the people’s court to appoint the relevant persons to establish a liquidation committee and liquidate the Company. Where any person responsible for liquidation fails to perform the liquidation obligations in a timely manner and thereby causes losses to the Company or its creditors, such person shall bear liability for compensation. |

128 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 199
The liquidation committee shall exercise the following functions and powers during the period of liquidation:
(1) sorting out the property of the Company, and preparing a balance sheet and an inventory of assets separately;
(2) serving notices or making announcements to creditors;
(3) processing the unfinished businesses of the Company related to the liquidation;
(4) clearing off the outstanding taxes and the taxes incurred in the course of liquidation;
(5) clearing off credits and debts;
(6) disposing of the residual property of the Company after settling debts;
(7) participating in the civil litigation on behalf of the Company.	Article 209
The liquidation committee shall exercise the following functions and powers during the period of liquidation:
(1) sorting out the property of the Company, and preparing a balance sheet and an inventory of assets separately;
(2) serving notices or making announcements to creditors;
(3) processing the unfinished businesses of the Company related to the liquidation;
(4) clearing off the outstanding taxes and the taxes incurred in the course of liquidation;
(5) clearing off credits and debts;
(6) ~~disposing of distributing~~ the residual property of the Company after settling debts;
(7) participating in the civil litigation on behalf of the Company.

129 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	Revised article
Article 200

The liquidation committee shall notify creditors within ten days of its establishment, and shall make a public announcement in the information disclosure newspaper designated by the Company within 60 days. Creditors shall file their claims with the liquidation committee within 30 days of receiving the notice, or within 45 days of publication of the first notice if any such creditor does not receive the notice.

In filing their claims, creditors shall provide all relevant details relating thereto and provide supporting materials. The liquidation committee shall make records of such claims.

The liquidation committee shall not pay out on any creditors’ claims while such claims are still being filed. | Article 210

The liquidation committee shall notify creditors within ten days of its establishment, and shall make a public announcement in the information disclosure newspaper designated by the Company or on the National Enterprise Credit Information Publicity System within 60 days. Creditors shall file their claims with the liquidation committee within 30 days of receiving the notice, or within 45 days of publication of the first notice if any such creditor does not receive the notice.

In filing their claims, creditors shall provide all relevant details relating thereto and provide supporting materials. The liquidation committee shall make records of such claims.

The liquidation committee shall not pay out on any creditors’ claims while such claims are still being filed. |
| Article 201

After identifying the Company’s assets and preparing the balance sheet and schedule of assets, the liquidation committee shall prepare a liquidation plan, which shall be submitted to the shareholders’ general meeting or the people’s court for ratification.

After paying all liquidation expenses, staff wages and labor insurance expenses, statutory expenses, outstanding taxes, and company debts, the remaining assets shall be distributed to the shareholders in proportion to their respective shareholdings.

During the liquidation, the Company shall continue in existence, but shall not carry on any business unconnected to the liquidation. The assets of the Company shall not be distributed to its shareholders before payments have been made in accordance with the preceding provisions. | Article 211

After identifying the Company’s assets and preparing the balance sheet and schedule of assets, the liquidation committee shall prepare a liquidation plan, which shall be submitted to the shareholders’ general meeting or the people’s court for ratification.

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Original article	Revised article
Article 202

Where the liquidation committee, after identifying the Company’s assets and preparing the balance sheet and schedule of assets, discovers that the Company does not have sufficient assets to repay the Company’s debts in full, the liquidation committee shall file a bankruptcy declaration with the people’s court in accordance with the law.

Once the people’s court has declared the Company’s bankruptcy, the liquidation group shall transfer the liquidation of the company to the people’s court. | Article 212

Where the liquidation committee, after identifying the Company’s assets and preparing the balance sheet and schedule of assets, discovers that the Company does not have sufficient assets to repay the Company’s debts in full, the liquidation committee shall file for a bankruptcy declaration liquidation with the people’s court in accordance with the law.

Once After the people’s court accepts has declared the Company’s bankruptcy application, the liquidation committee shall transfer the liquidation of the company to the bankruptcy administrator designated by the people’s court. |
| Article 203

On completion of the Company’s liquidation, the liquidation committee shall prepare a liquidation report, which shall be submitted to the shareholders’ general meeting or the people’s court for ratification, and upon ratification, the liquidation committee shall submit the report to the Company registration authority to apply for company deregistration, and make a public announcement on the winding-up of the Company. | Article 213

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Original article	Revised article
Article 204
Members of the liquidation committee are required to discharge their duties in good faith and perform their obligation of the liquidation in compliance with laws.
Members of the liquidation committee shall be prohibited from abusing their authority in accepting bribes or other unlawful income and from misappropriating the Company’s properties.
Members of the liquidation committee shall assume compensation liability if the Company or creditors incur losses as a result of the deliberate or gross default of the said members.	Article 214
Members of the liquidation committee are required to discharge their duties in good faith and perform their obligation of the liquidation in compliance with laws shall owe fiduciary duties and duties of care in discharging their liquidation duties.
Members of the liquidation committee shall be prohibited from abusing their authority in accepting bribes or other unlawful income and from misappropriating the Company’s properties.
Members of the liquidation committee who fail to perform their liquidation duties and thereby cause losses to the Company shall assume compensation liability; shall assume compensation liability if the Company or creditors incur losses as a result of the deliberate or gross default of the said members.
Article 210
Definitions
(1) “Controlling shareholder” refers to a shareholder whose shareholding of shares accounts for more than 50% of the entire share capital of the Company, or a shareholder whose shareholding accounts for less than 50% but the voting rights entitled by the shares held are sufficient to exert a major impact on resolutions at the shareholders’ general meeting.
(2) “De facto controller” refers to anyone (even though not a shareholder of the Company) who can actually control the actions of the Company through investment relationships, agreements or any other arrangements.	Article 220
Definitions
(1) “Controlling shareholder” refers to a shareholder whose shareholding of shares accounts for more than 50% of the entire share capital of the joint stock cCompany, or a shareholder whose shareholding accounts for less than 50% but the voting rights entitled by the shares held are sufficient to exert a major impact on resolutions at the shareholders’ general meeting.
(2) “De facto controller” refers to a natural person, legal person, or other organizationanyone (even though not a shareholder of the Company) who that can actually control the actions of the Company through investment relationships, agreements or any other arrangements.

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Original article	Revised article
(3) “Connected relationship” refers to the definition set out in the Hong Kong Listing Rules.	(3) “Connected relationship” refers to the definition set out in the Hong Kong Listing Rules.
	(4) For the purposes of the Articles of Association, “transactions” include: (1) The purchase of assets; (2) The sale of assets; (3) External investments (including entrusted wealth management, investments in subsidiaries, etc.); (4) Provision of financial assistance (including entrusted loans, etc.); (5) Provision of guarantees (including guarantees for controlling subsidiaries, etc.); (6) Leasing or renting of assets; (7) Entrusting or being entrusted with the management of assets and business operations; (8) Donation or receipt of donated assets; (9) Restructuring of claims or debts; (10) Transfer or acquisition of research and development projects; (11) Entry into licensing agreements; (12) Waiver of rights (including waiver of preemptive purchase rights, preemptive subscription rights, etc.); (13) Other transactions as defined under the regulatory rules of the place where the Company’s shares are listed.
	The following activities of the Company shall not be considered as the matters specified in the preceding paragraph:
	(1) Purchase of raw materials, fuels, and power related to daily operations (excluding purchases or sales of such assets involved in asset swaps);
	(2) Sale of products, goods, or other assets related to daily operations (excluding purchases or sales of such assets involved in asset swaps);
	(3) Transactions specified in the preceding paragraph that fall within the scope of the Company’s principal business activities.

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Original article	Revised article
Article 215
The annexes hereof shall include the rules of procedure for the shareholders’ general meeting, the rules of procedure for board meetings and the rules of procedure for the supervisory committee.	Article 225
The annexes hereof shall include the rules of procedure for the shareholders’ general meeting, and the rules of procedure for board meetings and the rules of procedure for the supervisory committee.
Article 218
The Articles of Association shall be subject to the approval by special resolution at the shareholders’ general meeting and shall be effective from the date of listing and trading of the H Shares of the Company on the main board of the Hong Kong Stock Exchange. The original articles of association of the Company shall automatically become void from the effective date of the Articles of Association.	Article 228
The Articles of Association shall be subject to the approval by special resolution at the shareholders’ general meeting and shall be effective from the date of approval by a special resolution at the shareholders’ meeting listing and trading of the H Shares of the Company on the main board of the Hong Kong Stock Exchange. The original articles of association of the Company shall automatically become void from the effective date of the Articles of Association.

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE SHAREHOLDERS' MEETING

COMPARISON TABLE OF THE AMENDMENTS TO THE PROCEDURAL RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Newly added article	Article 2
Matters such as the convening, proposal, notification, and holding of the Company's shareholders' meeting shall be governed by these Rules.
Article 2
The Company shall strictly adhere to the provisions of relevant laws, administrative regulations, normative documents, and the Articles of Association when convening shareholders' general meetings, ensuring that shareholders can exercise their rights in accordance with the law.

The board of directors shall diligently fulfill its responsibilities, conscientiously and punctually organizing shareholders' general meetings. All directors of the Company shall exercise due diligence to ensure that shareholders' general meetings are duly convened and their functions and powers are lawfully exercised. | Article 3
The Company shall strictly adhere to the provisions of relevant laws, administrative regulations, normative documents, the securities regulatory rules of the place where the Company's shares are listed and the Articles of Association when convening shareholders' general meetings, ensuring that shareholders can exercise their rights in accordance with the law.

The board of directors of the Company shall diligently fulfill its responsibilities, conscientiously and punctually organizing shareholders' meetings. All directors of the Company shall exercise due diligence to ensure that shareholders' meetings are duly convened and their functions and powers are lawfully exercised. |

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RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 4

The shareholders’ general meetings consist of annual shareholders’ general meetings and extraordinary shareholders’ general meetings.

The annual shareholders’ general meetings shall be held once every year.

Extraordinary shareholders’ general meetings shall be convened on an ad hoc basis. The Company shall convene an extraordinary shareholders’ general meeting within two months from the date of the occurrence of any of the following circumstances:

(1) where the number of directors falls below the number prescribed in the Company Law or below two-thirds of the number prescribed in the Articles of Association;

(2) where the Company’s unfunded losses reach one-third of total share capital paid in;

(3) where shareholders who individually or jointly hold no less than 10% of the Company’s stock request holding of such a meeting;

(4) where the board of directors deems it necessary;

(5) where the board of supervisors proposes such a meeting;

(6) in any other circumstances prescribed by laws, administrative regulations, departmental rules or the Articles of Association. | Article 5

The shareholders’ meetings consist of annual shareholders’ general—meetings and extraordinary shareholders’ meetings.

The annual shareholders’ general meetings shall be held once every year within six (6) months from the end of the previous financial year.

(1) where the number of directors falls below the number prescribed in the Company Law or below two-thirds of the number prescribed in the Articles of Association, namely, when the number of directors is less than five;

(2) where the Company’s unfunded losses reach one-third of total share capital paid in;

(3) where shareholders who individually or jointly hold no less than 10% of the Company’s stock (including preferred shares with restored voting rights) request holding of such a meeting;

(4) where the board of directors deems it necessary;

(5) where the board of supervisors audit committee proposes such a meeting;

(6) in any other circumstances prescribed by laws, administrative regulations, departmental rules or the Articles of Association. |

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PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
If an extraordinary shareholders’ general meeting is convened in accordance with the requirements of the securities regulatory rules of the place where the Company’s shares are listed, the actual date of the meeting may be adjusted based on the approval progress of the stock exchange where the Company’s shares are listed.	The shareholding quantity mentioned in the preceding item (3) shall be calculated based on the date when the shareholder submits the written request.

If an extraordinary shareholders’ general meeting is convened in accordance with the requirements of the securities regulatory rules of the place where the Company’s shares are listed, the actual date of the meeting may be adjusted based on the approval progress of the stock exchange where the Company’s shares are listed. |
| Newly added article | Article 7

The Company shall not disclose or leak any undisclosed information at the shareholders’ meeting that may have a significant impact on the trading price of the Company’s stocks or investors’ investment decisions. |

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 6

The shareholders’ general meeting is the body by which the Company exercises its powers, and shall exercise the following functions and powers in accordance with the law:

(1) to decide on the Company’s operational policies and investment plans;

(2) to elect and replace directors and supervisors (other than the employee representatives), and to decide on matters regarding the remuneration of directors and supervisors;

(3) to consider and approve reports of the board of directors;

(4) to consider and approve reports of the board of supervisors;

(5) to consider and approve the Company’s proposed annual financial budget and final accounts;

(6) to consider and approve plans for the distribution of company profits and plans to cover losses;

(7) to adopt resolutions on any increase or reduction in the registered capital of the Company;

(8) to pass resolutions on the issuance of company bonds;

(9) to adopt resolutions on matters such as any merger, breakup, dissolution or liquidation of the Company or any change in the legal form of the Company; | Deleted article |

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
(10) to amend the Company’s Articles of Association;
(11) to resolve on appointment or dismissal of the Company’s accounting firm;
(12) to examine and approve the provision of guarantees stipulated in Article 7 of these Rules;
(13) to consider the purchase or sale in any one year of material assets valued in excess of 30% of the Company’s total assets as audited in the latest period;
(14) to consider and approve changes in the use of funds raised;
(15) to consider equity incentive plans;
(16) to consider other matters as required by the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association, which shall be decided by the shareholders’ general meeting.

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 7

The following acts of external guarantee of the Company shall be submitted to the shareholders’ general meeting for deliberation and approval:

(1) any guarantee to be provided after the total amount of external guarantees provided by the Company and its controlling subsidiaries has reached or exceeded 50% of the Company’s net assets as audited in the latest period;

(2) any guarantee to be provided after the total amount of external guarantees provided by the Company has reached or exceeded 30% of the Company’s total assets as audited in the latest period;

(3) any guarantee to be provided for a party whose ratio of liabilities to assets exceeds 70%;

(4) a single guarantee of an amount more than 10% of the Company’s net assets audited in the latest period;

(5) the guarantee to be provided to a Shareholder, or to a de facto controller and related party thereof;

(6) other guarantee situations stipulated by relevant laws, administrative regulations, departmental regulations and normative documents or the Articles of Association.

When the guarantee as referred to in item (2) of the preceding paragraph is considered at the shareholders’ general meeting, the same shall be approved by not less than two-thirds of the voting rights held by the shareholders present at the meeting. | Deleted article |

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment

After amendment

Article 9

The board of supervisors may propose to the board of directors that an interim shareholders' general meeting be held and shall make any such proposal to the board of directors in writing. The board of directors shall, in accordance with laws, administrative regulations, normative documents and the Articles of Association, give a written response on whether or not it agrees that an interim shareholders' general meeting should be held within ten days of receiving the proposal.

Where the board of directors agrees to hold an interim shareholders' general meeting, it shall send out a shareholders' general meeting notice within five days of making its resolution. Changes to the original proposal(s) in the notice shall be subject to the consent of the board of supervisors.

Where the board of directors declines to hold an interim shareholders' general meeting nor does it respond in writing within 10 days upon receipt of the proposal, the board of directors shall be deemed to be incapable of or has failed in performing the duty of convening a shareholders' general meeting, in which case the board of supervisors may convene and preside over such meeting by itself. | Article 9

The board of supervisors may propose to the board of directors that an interim shareholders' general meeting be held and shall make any such proposal to the board of directors in writing. With the consent of more than half of all independent directors, independent directors have the right to propose to the board of directors to convene an interim shareholders' meeting. Regarding such a proposal of the independent directors, the board of directors shall, in accordance with laws, administrative regulations, normative documents and the Articles of Association, give a written response on whether or not it agrees that an interim shareholders' meeting should be held within ten days of receiving the proposal.

Where the board of directors agrees to hold an interim shareholders' meeting, it shall send out a shareholders' meeting notice within five days of making its resolution. Changes to the original proposal(s) in the notice shall be subject to the consent of the board of supervisors. If the board of directors disagrees with convening an interim shareholders' meeting, it shall provide reasons for its decision and make a public announcement. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
	Where the board of directors declines to hold an interim shareholders’ general meeting nor does it respond in writing within 10 days upon receipt of the proposal, the board of directors shall be deemed to be incapable of or has failed in performing the duty of convening a shareholders’ general meeting, in which case the board of supervisors may convene and preside over such meeting by itself.

If the laws, administrative regulations, departmental rules, or the listing rules of the stock exchange where the Company’s shares are listed provide otherwise, these laws, regulations or rules shall apply. |
| Newly added article | Article 10

The audit committee may propose to the board of directors the convening of an extraordinary shareholders’ meeting and shall submit the proposal to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations, and the Articles of Association, provide a written response within ten days of receiving the proposal, indicating whether it agrees or disagrees with convening the extraordinary shareholders’ meeting.

If the board of directors agrees to convene the extraordinary shareholders’ meeting, it shall issue a notice for the convening of the shareholders’ meeting within five days after adopting the Board resolution. Any changes to the original proposal in the notice shall require the consent of the audit committee.

If the board of directors disagrees with convening the extraordinary shareholders’ meeting or fails to provide a written response within ten days of receiving the proposal, it shall be deemed that the board of directors is unable or unwilling to perform its duty to convene the shareholders’ meeting. In such a case, the audit committee may convene and preside over the meeting on its own. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 10
Shareholder(s) who individually or jointly hold 10% or more of the Company shares shall have the right to propose that the board of directors hold an interim shareholders’ general meeting; any such request to the board of directors shall be made in writing.

The board of directors shall, in accordance with laws, administrative regulations, normative documents and the Articles of Association, give a written response on whether or not it agrees that an interim shareholders’ general meeting should be held within ten days of receiving any such request.

Where the board of directors agrees to hold an interim shareholders’ general meeting, it shall send out a shareholders’ general meeting notice within five days of making its resolution. Changes to the original request(s) in the notice shall be subject to the consent of the shareholders concerned.

Where the board of supervisors agrees to hold an interim shareholders’ general meeting, it shall send out a shareholders’ general meeting notice within five days upon receipt of such request. Changes to the original proposal(s) in the notice shall be subject to the consent of the shareholders concerned. | Article 11
Shareholder(s) who individually or jointly hold 10% or more not less than 10% of the Company’s issued shares with voting rights shall have the right to propose that the board of directors hold an interim shareholders’ general meeting; any such request to the board of directors shall be made in writing.

The board of directors shall, in accordance with laws, administrative regulations, normative documents and the Articles of Association, give a written response on whether or not it agrees that an interim shareholders’ general meeting should be held within ten days of receiving any such request.

Where the board of directors agrees to hold an interim shareholders’ general meeting, it shall send out a shareholders’ general meeting notice within five days of making its resolution. Changes to the original request(s) in the notice shall be subject to the consent of the shareholders concerned.

Where the board of directors declines to hold an interim shareholders’ general meeting nor does it respond within 10 days upon receipt of such request, shareholder(s) who individually or jointly hold not less than 10% or more of the Company’s shares shall have the right to propose to the board of supervisors audit committee to convene an interim shareholders’ general meeting; any such request to the board of supervisors audit committee shall be made in writing.

Where the board-of-supervisorsaudit committee agrees to hold an interim shareholders’ general meeting, it shall send out a shareholders’ general meeting notice within five days upon receipt of such request. Changes to the original proposal(s) in the notice shall be subject to the consent of the shareholders concerned. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Failure of the board of supervisors to issue the notice of shareholders’ general meeting within the stipulated period shall be deemed as the failure of the board of supervisors to convene and preside over a shareholders’ general meeting, and shareholders severally or jointly holding 10% or more of the Company’s shares for 90 or more consecutive days shall be entitled to convene and preside over the shareholders’ general meeting on a unilateral basis.	Failure of the board of supervisors audit committee to issue the notice of shareholders’ general meeting within the stipulated period shall be deemed as the failure of the board of supervisors audit committee to convene and preside over a shareholders’ general meeting, and shareholders severally or jointly holding no less than 10% or more of the Company’s shares for 90 or more consecutive days shall be entitled to convene and preside over the shareholders’ meeting on a unilateral basis.
Article 11
Where the board of supervisors or shareholders decide(s) to convene a shareholders’ general meeting on their own, they shall notify the board of directors in writing.

Before announcing the resolutions of the shareholders’ general meeting, the convening shareholders should not hold less than 10% of the shares. | Article 12
Where the board of supervisors audit committee or shareholders decide(s) to convene a shareholders’ general meeting on their own, they shall notify the board of directors in writing.

Before announcing the resolutions of the shareholders’ general meeting, the convening shareholders should not hold less than 10% of the shares in aggregate. |
| Article 12
When a shareholders’ general meeting is convened by the board of supervisors or by the shareholders, the board of directors and the board secretary shall assist. The board of directors shall provide the register of shareholders on the date of registration of shareholding. | Article 13
When a shareholders’ general meeting is convened by the board of supervisors audit committee or by the shareholders, the board of directors and the board secretary shall assist. The board of directors shall provide the register of shareholders on the date of registration of shareholding. |
| Article 13
If the board of supervisors or the shareholders convene a shareholders’ general meeting, the expenses necessary for the meeting shall be borne by the Company. | Article 14
If the board of supervisors audit committee or the shareholders convene a shareholders’ general meeting, the expenses necessary for the meeting shall be borne by the Company. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 15

When the Company holds a shareholders’ general meeting, the board of directors, the board of supervisors and shareholders independently or jointly holding no less than 3% of the Company stock shall have the right to put proposals to the Company.

Shareholders independently or jointly holding no less than 3%1% of the Company’s issued shares with voting rights may, ten days before the shareholders’ general meeting is held, put forward interim proposals and submit such proposals in writing to the conveners. The conveners shall, within two days of receiving any such proposal, send out a supplementary shareholders’ general meeting notice announcing the details of the interim proposal, and submit the interim proposal to the shareholders’ meeting for consideration.

However, this shall not apply if the interim proposal violates laws, administrative regulations, or the provisions of the Articles of Association, or falls outside the scope of the shareholders’ meeting’s authority. If the listing rules of the stock exchange where the Company’s shares are listed provide otherwise, such rules shall also be complied with simultaneously.

The Company shall not increase the shareholding ratio threshold for shareholders proposing interim proposals.

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 16
The convener shall notify shareholders 20 days before the annual shareholders' general meeting and the extraordinary shareholders' general meeting shall be notified 15 days before the meeting.	Article 17
The convener shall notify shareholders by way of an announcement 20 days before the annual shareholders' general-meeting and the extraordinary shareholders' general meeting shall be notified by way of an announcement 15 days before the meeting.

When calculating the aforementioned “20 days” or “15 days,” the day of the meeting shall not be included, but the day on which the notice is issued shall be included. For notices issued under this article, the date of issuance shall be the day on which the Company or the share registrar appointed by the Company delivers the relevant notice to the postal authority for mailing. |
| Article 18
If the election matters of directors or supervisors are proposed to be discussed at a shareholders' general meeting, the notice of the meeting shall adequately specify the detailed information on the director or supervisor candidates, which shall at least include:

(1) personal particulars, including academic qualifications, work experience and concurrent positions;

(2) whether or not such candidate has any connected relationship with the Company, its controlling shareholders and beneficial controller;

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

(4) whether they have been punished by the CSRC and other relevant authorities and disciplined by the stock exchange.

Save for the election of directors and supervisors by cumulative voting, each candidate for a director or a supervisor shall be proposed via a single proposal. | Article 19
If the election matters of directors or supervisors are proposed to be discussed at a shareholders' general-meeting, the notice of the meeting shall adequately specify the detailed information on the director or supervisor-candidates, which shall at least include:

(1) personal particulars, including academic qualifications, work experience and concurrent positions;

(2) whether or not such candidate has any connected relationship with the Company, its controlling shareholders and beneficial controller;

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

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

(5) the information of the directors appointed, or re-elected or redesignated that must be disclosed according to the provisions of Hong Kong Listing Rules.

Save for the election of directors and supervisors—by cumulative voting, each candidate for a director or a supervisor—shall be proposed via a single proposal. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 19

The notice of the shareholders’ general meeting shall specify the time and venue of the meeting and set the date of record. The interval between the date of record and the meeting date shall not exceed seven working days. Once the date of record is confirmed, it cannot be changed. | Article 20

The notice of shareholders’ meeting shall include the following contents:

(1) the time, venue and duration of the meeting;

(2) matters and proposals to be considered at the meeting;

(3) a conspicuous statement that all ordinary shareholders, shareholders of shares with special voting rights, and other shareholders are entitled to attend the shareholders’ meeting, and to appoint in writing proxies to attend and vote on his/her behalf at the meeting, and that a proxy need not be a shareholder of the Company;

(4) the record date of shareholders entitled to attend the shareholders’ meeting;

(5) the name and telephone number of the permanent contact person of the meeting;

(6) the voting time and voting procedure of online voting or other means.

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 20

After giving the notice of shareholders’ general meeting, the meeting shall not be postponed or cancelled and the proposals set out in the notice shall not be cancelled without justifiable reasons. In case of a delay or cancellation, the convener shall explain the reasons at least 2 working days prior to the original date of convening the meeting.

If the securities regulatory rules of the place where the Company’s shares are listed have special provisions regarding the procedures for postponing or canceling a shareholders’ general meeting, such provisions shall be followed, provided they do not violate domestic regulatory requirements. | Article 21

After giving the notice of shareholders’ general meeting, the meeting shall not be postponed or cancelled and the proposals set out in the notice shall not be cancelled without justifiable reasons. If it is really necessary for In case of a delay or cancellation, the convener Company shall make an announcement explain the reasons at least 2 trading working days prior to the original date of convening the shareholders’ meeting to explain the specific reasons for the delay or cancellation; in case of a delay, the rescheduled date shall be specified in the announcement.

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 21

The shareholders’ general meeting shall be conducted in the form of an on-site meeting with a designated venue.

The Company shall hold shareholders’ meetings at its domicile or at a location specified in the Articles of Association.

The shareholders’ general meeting shall be conducted in the form of an on-site meeting combined with online voting with a designated venue. In accordance with laws, administrative regulations, rules of the CSRC, or the Articles of Association, secure, economical, and convenient online or other methods shall be adopted to facilitate shareholder participation. The shareholders’ meeting shall allow reasonable discussion time for each proposal.

Shareholders may attend the shareholders’ general meeting in person and exercise their voting rights, or they may appoint a proxy to attend and exercise voting rights within the scope of authorization. If a shareholder lawfully authorizes another person to vote on their behalf, the Company shall not refuse. If a shareholder appoints a proxy to attend a shareholders’ meeting, the matters, authority, and duration of the proxy appointment shall be clearly specified. The proxy shall submit a power of attorney from the shareholder to the Company and exercise voting rights within the scope of authorization. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Newly added article	Article 23

The Company shall provide online voting methods for shareholders' meetings. Shareholders participating in shareholders' meetings through online voting methods shall be deemed present.

The Company shall clearly specify the voting time and procedures for online or other methods in the notice of the shareholders' meeting. |
| Article 23

All shareholders registered in the list on the equity registration date and their proxies shall be entitled to attend the shareholders' general meeting, and neither the Company nor the convener may refuse such attendance for any reason. | Article 25

All shareholders registered in the list on the equity registration date and their proxies shall be entitled to attend the shareholders' general-meeting, and neither the Company nor the convener may refuse such attendance for any reason.

Each share held by a shareholder attending the shareholders' meeting carries one voting right, excluding shareholders of class shares. Shares held by the Company itself carry no voting rights. |
| Article 24

Shareholders shall present their shareholding certificates, identification cards, or other valid documents or proofs that can verify their identity to attend the shareholders' general meeting. Proxies must also submit a power of attorney from the shareholder and their own valid identification documents.

Individual shareholders attending the meeting in person shall present their identification cards or other valid documents or proofs that can verify their identity. If a proxy is appointed to attend the meeting, the proxy shall present his/her own the shareholder's valid identification documents and the power of attorney from the shareholder. | Article 26

Shareholders shall present their shareholding certificates, identification cards, or other valid documents or proofs that can verify their identity to attend the shareholders' meeting. Proxies must also submit a power of attorney from the shareholder and their own valid identification documents.

Individual shareholders attending the meeting in person shall present their identification cards or other valid documents or proofs that can verify their identity. If a proxy is appointed to attend the meeting, the proxy shall present his/her own valid identification documents and the power of attorney from the shareholder. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE SHAREHOLDERS' MEETING

Before amendment

After amendment

Corporate shareholders shall be represented by their legal representative or a proxy authorized by the legal representative. If the legal representative attends the meeting, they shall present their identification card and valid proof of their status as the legal representative. If a proxy is appointed to attend the meeting, the proxy shall present their own identification card and a written power of attorney issued by the legal representative of the corporate shareholder unit in accordance with the law (unless the shareholder is a recognized clearing house as defined by relevant Hong Kong laws effective from time to time or the securities regulatory rules of the place where the Company's shares are listed, or its proxy (hereinafter referred to as the "Recognised Clearing House")).

If the shareholder is a Recognised Clearing House, the Recognised Clearing House may authorize one or more persons it deems appropriate to act as its representatives at any shareholders' general meeting or any creditors' meeting. However, if more than one person is authorized, the power of attorney shall specify the number and class of shares covered by the authorization for each such person. A person authorized in this manner may exercise the rights on behalf of the Recognised Clearing House or its proxy, as if they were an individual shareholder of the Company.

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Newly added article	Article 27
The power of attorney issued by a shareholder for authorizing another person to attend the shareholders' meeting shall specify the following contents:

(1) the name of the principal and the class and number of shares held in the Company;

(2) the name of the proxy;

(3) specific instructions from the shareholder, including instructions to vote in favor, against, or abstain on each matter included in the agenda of the shareholders' meeting;

(4) the date of issuance and the validity period of the power of attorney;

(5) the signature (or seal) of the principal. If the principal is a corporate shareholder, the corporate seal shall be affixed. |
| Newly added article | Article 28
If a proxy voting authorization is signed by a person authorized by the principal, the authorization document or other power of attorney for such signing shall be notarized. The notarized authorization document or other power of attorney, along with the proxy voting authorization, must be kept at the Company's domicile or at another location specified in the notice convening the meeting.

If the principal is a legal entity, its legal representative or a person authorized by a resolution of the board of directors or other decision-making body shall attend the Company's shareholders' meeting as its representative. |

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Newly added article	Article 29
The register of attendees of the shareholders' meeting shall be prepared by the Company. Such register shall specify information such as the name of the persons (or units) attending the shareholders' meeting, identity card number, number of voting shares held or represented, and name of the persons (or units) the proxy represents.
Article 25
The convener and the lawyer (if any is engaged) shall jointly verify the legitimacy of shareholders' qualifications based on the register of shareholders and shall record the names or titles of the shareholders and the number of voting shares held by them. The registration of attendees shall be closed before the chairperson of the meeting announces the number of shareholders and proxies present at the meeting and the total number of voting shares held by them.	Article 30
The convener and the lawyer (if any is engaged) shall jointly verify the legitimacy of shareholders' qualifications based on the register of shareholders and shall record the names or titles of the shareholders and the number of voting shares held by them. The registration of attendees shall be closed before the chairperson of the meeting announces the number of shareholders and proxies present at the meeting on site and the total number of voting shares held by them.
Article 26
When a shareholders' general meeting is held by the Company, all directors, supervisors and the board secretary shall attend the meeting, and the general manager and other senior management members shall also be present at the meeting. Provided that they comply with the securities regulatory rules of the place where the Company's shares are listed, the aforementioned persons may attend or be present at the meeting via the Internet, video, telephone, or other means of equivalent effect.	Article 31
When a shareholders' general meeting is held by the Company, all directors, supervisors and the board secretary shall attend the meeting, and the general manager and other senior management members shall also be present at the meeting. If the shareholders' meeting requires directors and senior management members to be present at the meeting, the directors and senior management members shall be present and answer shareholders' inquiries. Provided that they comply with the securities regulatory rules of the place where the Company's shares are listed, the aforementioned persons may attend or be present at the meeting via the Internet, video, telephone, or other means of equivalent effect.

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 27

Any shareholders’ general meeting convened by shareholders shall be presided over by a representative elected by the conveners.

The shareholders’ general-meeting shall be presided over by the chairman of the board of directors. Where-When the chairman of the board of directors is unable or fails to fulfill his duties, the meeting shall be presided over by a director jointly elected by an absolute majority of directors.

Any shareholders’ general-meeting convened by the board-of-supervisors-audit committee shall be presided over by the chairman-of-the-board-of-supervisors-convener of the audit committee. Where the chairman of the board of supervisors—convener of the audit committee is unable or fails to fulfill his duties, the meeting shall be presided over by a supervisor—member of the audit committee jointly elected by an absolute majority of supervisors—members of the audit committee.

Any shareholders’ general-meeting convened by shareholders shall be presided over by the conveners or a representative elected by the conveners.

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 28
At an annual shareholders’ general meeting, the board of directors and the board of supervisors shall report their respective work in the preceding year to the shareholders’ general meeting.	Article 33
At an annual shareholders’-general meeting, the board of directors-and-the-board-of-supervisors shall report their respective work in the preceding year to the shareholders’ meeting, and each independent director shall deliver a work report.
Article 29
The directors, supervisors and senior management members shall provide explanations in respect of the inquiries made by the shareholders at any shareholders’ general meeting.	Article 34
The directors, supervisors and senior management members shall provide explanations in respect of the inquiries made by the shareholders at any shareholders’ general meeting.
Article 30
The presider shall, prior to voting, declare the number of attending shareholders and their proxies as well as the total number of their voting shares, and the number of attending shareholders and their proxies and the total number of their voting shares shall be as recorded in the meeting’s register.	Article 35
The presider shall, prior to voting, declare the number of attending shareholders and their proxies on site as well as the total number of their voting shares, and the number of attending shareholders and their proxies on site and the total number of their voting shares shall be as recorded in the meeting’s register.
Article 45
Resolutions of the shareholders’ general meeting are divided into ordinary resolutions and special resolutions.
Ordinary resolutions of the shareholders’ general meeting shall be passed by more than half of the voting rights represented by shareholders (including shareholder proxies) in attendance at the shareholders’ general meeting.
Special resolutions of the shareholders’ general meeting shall be passed by more than two-thirds of the voting rights represented by shareholders (including shareholder proxies) in attendance at the shareholders’ general meeting.	Article 36
Resolutions of the shareholders’-general meeting are divided into ordinary resolutions and special resolutions.
Ordinary resolutions of the shareholders’ general meeting shall be passed by more than half of the voting rights represented by shareholders (including shareholder proxies) in attendance at the shareholders’-general meeting.
Special resolutions of the shareholders’ general meeting shall be passed by more than two-thirds of the voting rights represented by shareholders (including shareholder proxies) in attendance at the shareholders’ general meeting.

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 46
The following matters shall be passed by an ordinary resolution of the shareholders’ general meeting:

(1) work reports of the board of directors and the board of supervisors;

(2) plans for the distribution of company profits and plans to cover losses as drafted by the board of directors;

(3) the appointment and dismissal of members of the board of directors and the board of supervisors, along with the remuneration of and payments to such members;

(4) annual budget plans and final account proposals of the Company;

(5) the Company’s annual report;

(6) except for matters that require special resolution as required by relevant laws, administrative regulations, normative documents, the securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association. | Article 37
The following matters shall be passed by an ordinary resolution of the shareholders’ general meeting:

(1) work reports of the board of directors and the board of supervisors;

(2) plans for the distribution of company profits and plans to cover losses as drafted by the board of directors;

(3) the appointment and dismissal of members of the board of directors and the board of supervisors, along with the remuneration of and payments to such members;

(4) annual budget plans and final account proposals of the Company;

(5) the Company’s annual report;

(6) except for matters that require special resolution as required by relevant laws, administrative regulations, normative documents, the securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association. |
| | (4) appointment and dismissal of accounting firms that provide regular audit services to the company and the remuneration of the appointed accounting firms;

(5) except for matters that require special resolution as required by laws, administrative regulations or the Articles of Association. |

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 47
The following matters shall be passed by a special resolution of the shareholders’ general meeting:

(1) increase or reduction in the registered share capital of the Company;

(2) division, merger, dissolution and liquidation of the Company;

(3) change of the Company’s corporate form;

(4) amendments to the Company’s Articles of Association;

(5) any purchase or sale of major assets or the provision of guarantees within any one year in an amount in excess of 30% of the Company’s total assets;

(6) any equity incentive plan;

(7) other matters that are required by relevant laws, administrative regulations, normative documents, the securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association and that are determined by an ordinary resolution of the shareholders’ general meeting to have a substantial impact on the Company and shall be passed by special resolutions. | Article 38
The following matters shall be passed by a special resolution of the shareholders’ general meeting:

(1) increase or reduction in the registered share capital of the Company;

(2) division, spin-off, merger, dissolution and liquidation of the Company;

(3) change of the Company’s corporate form;

(4)(3) amendments to the Company’s Articles of Association;

(5)(4) any purchase or sale of major assets or the provision of guarantees to others within any one year in an amount in excess of 30% of the Company’s total assets as audited in the latest period;

(6)(5) any equity incentive plan;

(7)(6) other matters that are required by relevant laws, administrative regulations, normative documents, the securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association and that are determined by an ordinary resolution of the shareholders’ general meeting to have a substantial impact on the Company and shall be passed by special resolutions. |

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 48

Shareholders (including shareholder proxies) shall exercise their voting rights according to the number of voting shares they represent. Each shareholder should have one vote for each share.

Shares held by the Company itself shall have no voting rights and shall not be included in the total number of voting shares held by shareholders in attendance at the shareholders’ general meeting.

The board of directors and shareholders meeting relevant specified conditions may solicit voting rights from the shareholders. | Article 39

Shares held by the Company itself shall have no voting rights and shall not be included in the total number of voting shares held by shareholders in attendance at the shareholders’ general meeting.

Subsidiaries shall not acquire the shares of the Company. If a subsidiary holds shares for special reasons, such circumstances shall be eliminated in accordance with the law within one year. Prior to the elimination of such circumstances, the relevant subsidiary shall not exercise the voting rights corresponding to the shares it holds, and such shares shall not be counted in the total number of voting shares represented by shareholders attending the shareholders’ meeting.

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
	The board of directors of the Company, independent directors, and shareholders meeting relevant specified conditions shareholders holding more than 1% of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations, or the regulations of the CSRC, may publicly solicit voting rights from the shareholders. In soliciting voting rights of shareholders, information such as specific voting intention shall be sufficiently disclosed to the shareholders whose voting rights are being solicited. Solicitation of voting rights at any consideration, whether in direct or indirect form, is prohibited. Unless under legal terms, the Company shall not propose any minimum shareholding restriction on the solicitation of voting rights.
Article 49
When related party transactions are considered at the shareholders' general meeting, the related shareholders shall abstain from voting, and the number of voting shares represented by them shall not be counted into the total number of voting shares represented by shareholders attending the shareholders' general meeting. Any resolution made at the shareholders' general meeting shall adequately disclose information relating to voting by non-related shareholders.	Article 40
When related connected transactions are considered at the shareholders' general meeting, the related shareholders shall abstain from connected shareholders and their close associates (as defined in Hong Kong Listing Rules) shall not participate in voting, and the number of voting shares represented by them shall not be counted into the total number of voting shares represented by shareholders attending the shareholders' general meeting valid votes. The announcement of a Any resolution made at the shareholders' general meeting shall adequately disclose information relating to voting by non-related connected shareholders.

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 50

The list of candidates for director and supervisor shall be proposed to the shareholders’ general meeting for voting.

The board of directors has the right to nominate candidates for directors. When the board of directors nominates candidates for directors, it shall hold a meeting to deliberate and make a resolution, and submit the list of candidates to the convener of the shareholders’ general meeting.

The number of candidates nominated by the board of directors, the board of supervisors and shareholders with the right to nominate shall not exceed the number of candidates to be elected. Other matters related to the nomination of candidates by the board of directors, the board of supervisors and shareholders with the right to nominate shall be implemented in accordance with the provisions of the Articles of Association regarding proposals and notices of the shareholders’ general meeting. | Deleted article |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 31

When a shareholder has a related party relationship with any matter proposed for consideration at a shareholders’ general meeting, he/she shall abstain from voting, and the voting shares held by him/her shall not be included in the total number of voting shares held by shareholders attending the shareholders’ general meeting.

Shares held by the Company itself shall have no voting rights and shall not be included in the total number of voting shares held by shareholders in attendance at the shareholders’ general meeting.

According to applicable laws and regulations and the Listing Rules of the Hong Kong Stock Exchange, if any shareholder is required to abandon his voting right on a specific resolution, or is restricted from voting for or against a specific resolution, any vote of the shareholder or his/her proxy against the relevant requirement or restriction shall not be included in the total number of voting shares. | Article 41

When a shareholder has a related party relationship with any matter proposed for consideration at a shareholders’—general meeting, he/she shall abstain from voting, and the voting shares held by him/her shall not be included in the total number of voting shares held by shareholders attending the shareholders’—general meeting.

Shares held by the Company itself shall have no voting rights and shall not be included in the total number of voting shares held by shareholders—in attendance—at—the shareholders’ general meeting.

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment

After amendment

Newly added article

Article 42

Before the shareholders’ meeting considers matters relating to connected transactions, the Company shall determine the scope of connected shareholders in accordance with relevant laws, regulations and normative documents. Connected persons or their authorised representatives may attend the shareholders’ meeting, and may clarify their views to the shareholders in accordance with the procedures of the meeting, but they shall abstain from voting. If connected persons fail to abstain from voting, other shareholders attending the meeting shall have the right to request them to abstain from voting. After connected persons have abstained from voting, other shareholders shall vote according to their voting rights and pass the corresponding resolutions in accordance with the provisions of the Articles of Association. The presider of the meeting shall announce the number of shareholders and proxies except connected persons present at the shareholders’ meeting and the total number of their voting shares.

Resolutions made by the shareholders’ meeting on connected transactions shall be passed by more than half of the voting rights held by non-related shareholders attending the shareholders’ meeting. However, if such connected transactions involve matters requiring a special resolution as stipulated in the Articles of Association, the resolution of the shareholders’ meeting shall be passed by more than two-thirds of the voting rights held by non-related shareholders attending the shareholders’ meeting. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 32

When voting on the election of directors and supervisors, the shareholders’ general meeting shall adopt the cumulative voting system where two or more directors or supervisors are to be elected.

The cumulative voting system referred to in the preceding paragraph means that when a shareholders’ general meeting elects directors or supervisors, each share shall have a number of votes equal to the number of directors or supervisors to be elected, and the votes held by shareholders may be concentrated. The board of directors shall disclose to the shareholders the biographical details and basic information of the director and supervisor candidates. | Article 43

When voting on the election of directors and supervisors, the shareholders’ general meeting shall adopt the The cumulative voting system shall be adopted where the Company’s single shareholder and its persons acting in concert who hold 30% or more of the shares elect two or more directors, or the shareholders’ meeting elects two or more independent directors where two or more directors or supervisors are to be elected.

The board of directors shall disclose to the shareholders the biographical details and basic information of the director and supervisor candidates.

When the shareholders’ meeting elects directors, the voting for independent directors and non-independent directors shall be conducted separately. |
| Article 33

Except for the cumulative voting system, votes on proposals shall be taken one by one at a shareholders’ general meeting, and if there are different proposals regarding the same matter, vote on such proposals shall be taken in order of time of submission thereof. Unless the shareholders’ general meeting is discontinued or fails to adopt any resolution due to any force majeure or other special reasons, the shareholders’ general meeting shall not put on hold or refrain from voting on any proposal. | Article 44

Except for the cumulative voting system, votes on proposals shall be taken one by one at a shareholders’ general meeting, and if there are different proposals regarding the same matter, vote on such proposals shall be taken in order of time of submission thereof. A shareholder or its proxy shall not cast votes in favor of different proposals on the same matter at the shareholders’ meeting simultaneously. Unless the shareholders’ meeting is discontinued or fails to adopt any resolution due to any force majeure or other special reasons, the shareholders’ general meeting shall not put on hold or refrain from voting on any proposal. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Newly added article	Article 45
When the shareholders’ meeting deliberates on the issuance of preferred shares, it shall vote on each of the following matters separately:

(1) The type and number of preferred shares to be issued;

(2) The method of issuance, the target subscribers, and arrangements for allotment to existing shareholders;

(3) The par value, issue price or pricing range, and the principles for determining them;

(4) The manner in which preferred shareholders participate in profit distribution, including the dividend rate and its determination principles, conditions for dividend distribution, methods of dividend payment, whether dividends are cumulative, and whether preferred shareholders may participate in the distribution of residual profits;

(5) Repurchase terms, including the conditions, period, price and principles for determining the price, and the exercising party of any repurchase option (if applicable);

(6) The use of proceeds from the issuance;

(7) The conditional share subscription agreements entered into by the Company with the respective subscribers;

(8) The effective period of the resolution;

(9) Proposed amendments to the relevant provisions of the Articles of Association regarding the Company’s profit distribution policy;

(10) Authorization to the board of directors to handle specific matters related to the issuance;

(11) Other matters. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 34
No proposal deliberated at a shareholders’ general meeting shall be amended; otherwise, the relevant amendment shall be deemed a new proposal, which shall not be voted on at the same meeting.	Article 46
No proposal deliberated at a shareholders’ general meeting shall be amended; otherwise, the relevant amendment if any amendment is made, it shall be deemed a new proposal, which shall not be voted on at the same meeting.
Newly added article	Article 47
The same voting right may only be exercised by one of the methods of on-site, online, or other voting methods. In the event of duplicate voting by the same voting right, the result of the first vote shall prevail.
Newly added article	Article 48
Unless otherwise required by relevant laws and regulations and the listing rules of the stock exchange where the Company’s shares are listed, the shareholders’ meeting shall adopt a registered voting method.
Article 35
A shareholder attending any shareholders’ general meeting shall vote for or against or abstain from voting on each proposal submitted to the meeting for voting. The securities registrar and clearing institution, as the nominal holder of the stocks under the trading interconnection mechanism of mainland China and Hong Kong stock markets, making declarations in accordance with the intention of the actual shareholders are excluded.

In the event of any vote that is uncompleted, erroneously completed or illegible, or fails to be cast, the shareholder casting or failing to cast the same shall be deemed to have waived his/her voting right, and the voting results of the shares held by him/her shall counted as “abstaining from voting”. | Article 49
A shareholder attending any shareholders’ general meeting shall vote for or against or abstain from voting on each proposal submitted to the meeting for voting. The securities registrar and clearing institution, as the nominal holder of the stocks under the trading interconnection mechanism of mainland China and Hong Kong stock markets, making declarations in accordance with the intention of the actual shareholders are excluded.

Where the Hong Kong Listing Rules requires any shareholder to abandon his voting right on specific resolution, or restricts any shareholder to vote for or against specific resolution, any vote of the shareholder or his proxy against the relevant requirement or restriction shall not be included. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 36

When the shareholders’ general meeting votes on a proposal, the shareholders’ representatives and supervisors’ representatives shall jointly count and scrutinise the votes. | Article 50

Before voting on any proposal, a shareholders’ general meeting shall choose two shareholders’ representatives to participate in the votes counting or scrutinizing, provided that no such shareholders’ representative shall be a shareholder who is interested in has related party relationship with the subject matter of such proposal or his/her proxy.

When the shareholders’ general meeting votes on a proposal, the shareholders’ representatives and supervisors’ representatives shall jointly count and scrutinise the votes. The shareholders’ representatives and the relevant personnel appointed based on the Hong Kong Listing Rules shall jointly count and scrutinise the votes cast on such proposal in accordance with the Hong Kong Listing Rules at a shareholders’ meeting. The voting results shall be declared at the meeting and recorded in the minutes of the meeting.

The shareholders, who cast votes online or by other means, whether in person or by proxy, shall have the right to check their voting results through the relevant voting system. |
| Article 37

The chairperson of the shareholders’ meeting shall declare the result of voting on each proposal, and whether such proposal has been adopted accordingly.

Before the formal declaration of the result of any voting, the teller(s), scrutineer(s), major shareholders and all relevant parties shall have the obligation to keep confidential the information related to the voting. | Article 51

An on-site shareholders’ meeting shall not end earlier than the one held through internet or by other methods. The chairperson of the shareholders’ meeting shall declare, at the meeting venue, the result of voting on each proposal, and whether such proposal has been adopted accordingly.

Before the formal declaration of the result of any voting, the Company, teller(s), scrutineer(s), major shareholders and all relevant parties the internet service providers involved in voting on site, online or by other means shall have the obligation to keep confidential the information related to the voting. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Newly added article	Article 52
If the chairperson of a shareholders' meeting has any doubt about the result of voting on any resolution, the chairperson may request the votes cast to be counted. If the chairperson does not request the votes to be counted, any shareholder attending the meeting in person or by proxy shall have the right to request the votes to be counted immediately after the result of voting is declared by the chairperson if such shareholder objects to the result of voting, in which case, the chairperson shall immediately have the votes counted.
Article 38
The resolutions of a shareholders' general meeting shall specify the number of shareholders and proxies attending the meeting, the number of voting shares held by them and the percentage of such shares to the total number of voting shares of the Company, voting methods, the voting result of each proposal and the details of the resolutions passed.	Article 53
The resolutions of a shareholders' general meeting shall be announced in a timely manner pursuant to the relevant laws, regulations, departmental rules, regulatory documents, the regulatory rules of the place where the Company's shares are listed or the provisions of the Articles of Association, and the announcement shall specify the number of shareholders and proxies attending the meeting, the number of voting shares held by them and the percentage of such shares to the total number of voting shares of the Company, voting methods, the voting result of each proposal and the details of the resolutions passed.
Article 39
The resolutions of a shareholders' general meeting shall specifically indicate any proposal that fails to be adopted at the meeting or any amendment to any resolution of the previous shareholders' general meeting in the corresponding announcement.	Article 54
The resolutions of a shareholders' general meeting shall specifically indicate any proposal that fails to be adopted at the meeting or any amendment to any resolution of the previous shareholders' general meeting in the corresponding announcement.

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 40
Minutes of a shareholders’ general meeting shall be kept by the board secretary. The minutes of the meeting shall specify:

(1) time, venue and agenda of the meeting, and the name of the convener;

(2) the names of the presider, and the directors, supervisors, the board secretary, general manager and other senior management members attending or present at the meeting;

(4) the consideration process, summaries of speeches and voting results for each proposal;

(5) inquiries or suggestions of the shareholders, and the corresponding responses or explanations;

(6) the names of the counting officer and monitoring officer;

(7) other contents that shall be recorded in the minutes in accordance with the Articles of Association.

Directors, supervisors and the board secretary attending the meeting, the convener or representative thereof and the presider shall sign the meeting minutes, and ensure the meeting minutes are true, accurate and complete. The meeting minutes and the signed attendance record of the shareholders, the proxy forms for the proxies present at the meeting and the valid information relating to the voting shall be kept together for 10 years. | Article 55
Minutes of a shareholders’ general meeting shall be kept by the board secretary. The minutes of the meeting shall specify:

(1) time, venue and agenda of the meeting, and the name of the convener;

(2) the names of the presider, and the directors, supervisors, the board secretary, general manager and other senior management members attending or present at the meeting;

(4) the consideration process, summaries of speeches and voting results for each proposal;

(5) inquiries or suggestions of the shareholders, and the corresponding responses or explanations;

(6) the names of the counting officer and monitoring officer;

(7) other contents that shall be recorded in the minutes in accordance with the Articles of Association.

Directors, supervisors and the board secretary attending or present at the meeting, the convener or representative thereof and the presider shall sign the meeting minutes, and ensure the meeting minutes are true, accurate and complete. The meeting minutes and the signed attendance record of the shareholders who attended in person, the proxy forms for the proxies present at the meeting and the valid voting information relating to the internet and other methods of voting shall be kept together for no less than 10 years. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 41
The convener shall ensure the continuity of the shareholders’ general meeting until the final resolution is formed. Where the shareholders’ general meeting is discontinued or fails to adopt any resolution due to any force majeure or other special reasons, necessary measures shall be taken to resume as soon as possible or directly terminate the shareholders’ general meeting.	Article 56
The convener shall ensure the continuity of the shareholders’ general meeting until the final resolution is formed. Where the shareholders’ general — meeting is discontinued or fails to adopt any resolution due to any force majeure or other special reasons, necessary measures shall be taken to resume as soon as possible or directly terminate the shareholders’ general meeting.
Article 42
If a shareholders’ general meeting adopts any resolution on the election of directors and supervisors, new directors and supervisors shall take office on the day of their election by the shareholders’ general meeting, unless the meeting determines the time of taking office or otherwise provided for in the Articles of Association.	Article 57
If a shareholders’ general—meeting adopts any resolution on the election of directors and supervisors, new directors—and supervisors shall take office on the day of when their election by the shareholders’ general—meeting is completed, unless the meeting determines the time of taking office or otherwise provided for in the Articles of Association.
Newly added article	Article 59
Where the Company repurchases its ordinary shares for the purpose of reducing registered capital and issues preferred shares to unspecified objects, or where the Company repurchases its ordinary shares from specific shareholders based on the payment method of issuing preferred shares to specific objects, the resolution by the shareholders’ meeting on the repurchase of ordinary shares shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment	After amendment
Article 44
Any resolution of the shareholders’ general meeting that violates the laws or administrative regulations shall be invalid.

If the convening procedure or voting method of the shareholders’ general meetings violates the laws, administrative regulations or the Articles of Association or the contents of a resolution of the shareholders’ general meeting run counter to the Articles of Association, the shareholders may request the people’s court to cancel such resolution within sixty days after passing the resolution. For H shareholders, the rules on the dispute resolution stipulated in the Articles of Association shall apply. | Article 60
Any resolution of the shareholders’ general meeting of the Company that violates the laws or administrative regulations shall be invalid.

The controlling shareholder and actual controller of the Company shall not restrict or obstruct minority shareholders from lawfully exercising their voting rights, and shall not prejudice the legitimate rights and interests of the Company and minority shareholders.

If the convening procedure or voting method of the shareholders’ general—meetings violates the laws, administrative regulations or the Articles of Association or the contents of a resolution of the shareholders’ general meeting—run counter to the Articles of Association, the shareholders may request the people’s court to cancel such resolution within sixty days after passing the resolution; unless the convening procedure or voting method of the shareholders’ meeting has only minor defects that have not produced a substantive impact on the resolution.

Where the board of directors, shareholders, or other relevant parties dispute matters such as the eligibility of the convener, the convening procedures, the legality of the proposal content, or the validity of the resolution of the shareholders’ meeting, they shall timely file a lawsuit with the people’s court. Before a judgment or ruling is made by the people’s court to revoke the resolution or otherwise, relevant parties shall implement the resolution of the shareholders’ meeting. The Company, directors, and senior management members shall diligently perform their duties, promptly execute the resolution of the shareholders’ meeting, and ensure the normal operation of the Company. |

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE SHAREHOLDERS' MEETING

Before amendment

After amendment

Where the people’s court issues a judgment or ruling on relevant matters, the Company shall fulfill its information disclosure obligations in accordance with the provisions of laws, administrative regulations, the CSRC and the regulatory rules of the place where the Company’s shares are listed, fully explain the impact and actively cooperate in the execution after the judgment or ruling becomes effective.

For H shareholders, the rules on the dispute resolution stipulated in the Articles of Association shall apply. |
| Newly added article | Article 61

Announcements, notices, or supplementary notices of shareholders’ meetings referred to in these Rules refer to the announcement of relevant information disclosure content on media and websites that meet the conditions stipulated by the securities regulatory authorities of the place where the Company’s shares are listed. |
| Article 52

As an appendix to the Articles of Association, these Rules shall be formulated by the board of directors, and shall, upon resolution by the shareholders’ general meeting, come into effect from the date on which H Shares of the Company are filed with the CSRC and listed on the Stock Exchange of Hong Kong Limited for trading. come into effect upon consideration and approval by the shareholders’ meeting after deliberation by the board of directors of the Company, and the original rules shall be repealed simultaneously. |
| Article 54

These Rules shall be subject to the interpretation of the board of directors. | Article 65

The interpretation of These Rules shall be subject to the interpretation of rest with the board of directors of the Company. |

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PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

COMPARISON TABLE OF THE AMENDMENTS TO

THE PROCEDURAL RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
Article 1 Objective
In order to further standardize the methods of deliberation and decision-making procedures of the board of directors of Rongta Technology (Xiamen) Group Co., Ltd. (hereinafter referred to as the “Company”), enable directors and the board of directors to effectively perform their duties, and improve the level of standardized operation and scientific decision-making of the board of directors, these Rules are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the Company Law), the Securities Law of the People’s Republic of China, the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (hereinafter referred to as the “Trial Administrative Measures”), the Guidelines for Articles of Association of Listed Companies, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Listing Rules of the Hong Kong Stock Exchange”) and other laws, administrative regulations and relevant regulatory documents as well as relevant provisions of the Articles of Association of Rongta Technology (Xiamen) Group Co., Ltd. (hereinafter referred to as the “Articles of Association”).	Article 1 Objective
In order to further standardize the methods of deliberation and decision-making procedures of the board of directors of Rongta Technology (Xiamen) Group Co., Ltd. (hereinafter referred to as the “Company”), enable directors and the board of directors to effectively perform their duties, and improve the level of standardized operation and scientific decision-making of the board of directors, these Rules are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the Company Law), the Securities Law of the People’s Republic of China, the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (hereinafter referred to as the “Trial Administrative Measures”), the Guidelines for Articles of Association of Listed Companies, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Listing Rules of the Hong Kong Stock Exchange”) and other laws, administrative regulations and relevant regulatory documents as well as relevant provisions of the Articles of Association of Rongta Technology (Xiamen) Group Co., Ltd. (hereinafter referred to as the “Articles of Association”).
	The board of directors shall fulfil responsibilities according to law, ensure the Company complies with laws, regulations, securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association, and fairly treat all shareholders. Moreover, it shall pay attention to the lawful rights and interests of other stakeholders.

APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
Article 3 Regular meetings
Board meetings include regular meetings and interim meetings.
The board of directors shall hold at least one regular meeting in both the first half and the second half of each year.	Article 3 Regular meetings
Board meetings include regular meetings and interim meetings.
The board of directors shall hold at least one two regular meetings in both the first half and the second half of each year, which shall be convened by the chairman of the board of directors with notice sent to all directors 14 days prior to such meeting.
Article 4 Proposals of regular meetings
Before giving the notice on holding a regular board meeting, the board office shall fully consult all directors to form the initial meeting proposal and then submit it to the chairman of the board of directors for finalization.
The chairman of the board of directors shall, if necessary, consult the general manager and other senior management members before finalizing the proposal.	Article 4 Proposals of regular meetings
Before giving the notice on holding a regular board meeting, the board office shall fully consult all directors to form the initial meeting proposal and then submit it to the chairman of the board of directors for finalization.
The chairman of the board of directors shall, if necessary, consult the general manager and other senior management members before finalizing the proposal.
Article 5 Interim meetings
The board of directors shall convene an interim meeting in any of the following circumstances:
(1) where proposed by shareholders representing one-tenth or more of the voting rights;
(2) where jointly proposed by one-third or more of the directors;
(3) where proposed by the board of supervisors;
(4) when deemed necessary by the chairman of the board of directors;
(5) where proposed by the general manager;
(6) other circumstances specified in the Articles of Association.	Article 5 Interim meetings
The board of directors shall convene an interim meeting in any of the following circumstances:
(1) where proposed by shareholders representing one-tenth or more of the voting rights;
(2) where jointly proposed by one-third or more of the directors;
(3) where proposed by the board of supervisors;
(4) when deemed necessary by the chairman of the board of directors;
(5) where proposed by the general manager;
(3) where proposed by the audit committee;
(4) when required by the securities regulatory authorities;
(6)(5) other circumstances specified in the Articles of Association.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
Article 6 Procedures for proposing interim meetings

If an interim meeting of the board of directors is proposed for holding in accordance with the preceding article, a written proposal signed (affixed with seal) by the proposer shall be submitted through the board office or directly to the chairman of the board of directors. The written proposal shall include:

(1) the name or designation of the proposer;

(2) the reasons or objective facts on which the proposal is based;

(3) the time or duration, venue and method as suggested for holding the meeting;

(4) a clear and specific proposal;

(5) the contact information of the proposer and the date of proposal, etc.

The content of the proposal shall fall within the power of the board of directors as stipulated in the Articles of Association, and the materials relating to the proposal shall be submitted together with the proposal itself.

The board office shall pass the aforesaid written proposal and relevant materials to the chairman of the board of directors on the date of receiving them. The chairman of the board of directors may require the proposer to make revision or supplement if he/she deems the proposal not clear or specific or the relevant materials inadequate. | Article 6 Procedures for proposing interim meetings

(1) the name or designation of the proposer;

(2) the reasons or objective facts on which the proposal is based;

(3) the time or duration, venue and method as suggested for holding the meeting;

(4) a clear and specific proposal;

(5) the contact information of the proposer and the date of proposal, etc.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
A meeting of the board of directors shall be convened and presided by the chairman of the board of directors within 10 days upon receipt of the proposal.	A meeting of the board of directors shall be convened and presided by the chairman of the board of directors within 10 ten days upon receipt of the proposal or the request from the securities regulatory authorities.

When two or more independent directors consider the meeting materials are incomplete, lack sufficient argumentation or have not been furnished promptly, they may request the board of directors in writing to adjourn the meeting or postpone the consideration of such matter, and the board of directors shall adopt it accordingly. |
| Article 8 Meeting notice

To hold the regular meetings and interim meetings of the board of directors, the board office shall deliver the written meeting notice affixed with its seal to all the directors and supervisors, the general manager and the board secretary by hand, fax, email or other modes within 10 days and five days in advance respectively. The notice not delivered by hand shall be confirmed by telephone and relevant records shall be made.

In case of emergency where an interim Board meeting is required to be convened as soon as possible, the meeting notice may be sent by telephone or other verbal methods at any time but the convener shall make explanations at the meeting. | Article 8 Meeting notice

To hold the regular meetings and interim meetings of the board of directors, the board office shall deliver the written meeting notice affixed with its seal to all the directors—and—supervisors, the general manager and the board secretary by hand, fax, email or other modes within 10 14 days and fivethree days in advance respectively. The notice not delivered by hand shall be confirmed by telephone and relevant records shall be made.

In case of emergency where an interim Board meeting is required to be convened as soon as possible, the meeting notice may be sent by the convener by telephone or other verbal methods at any time but the convener shall make explanations at the meeting. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
Article 9 Content of the meeting notice
The written meeting notice shall at least include the following content:
(1) the time and venue of the meeting;
(2) the mode through which the meeting is held;
(3) the matters (resolutions for the meeting) to be considered;
(4) the convener and presider of the meeting, the proposer of the interim meeting and his/her written proposal;
(5) meeting materials necessary for the directors’ voting;
(6) the requirement that a director shall attend the meeting in person or shall appoint other directors to attend the meeting on his/her behalf;
(7) the contact person and contact information.
The verbal meeting notice shall, at least, include the content of (1) and (2) above and the explanations for holding the interim meeting of the board of directors as soon as practicable in case of emergencies.	Article 9 Content of the meeting notice
The written meeting notice shall at least include the following content:
(1) the time date and venue of the meeting and the mode through which the meeting is held;
(2) the duration of the meeting;
(3) the matters (resolutions for the meeting) to be considered; the matters to be considered and the agenda of the meeting;
(4) the convener and presider of the meeting, the proposer of the interim meeting and his/her written proposal; the date of the notice;
(5) meeting materials necessary for the directors’ voting;
(6)(5) the requirement that a director shall attend the meeting in person or shall appoint other directors to attend the meeting on his/her behalf;
(7) the contact person and contact information.
The verbal meeting notice shall, at least, include the content of (1) and (2) above and the explanations for holding the interim meeting of the board of directors as soon as practicable in case of emergencies.
Article 11 The holding of the meeting
No meeting of the board of directors shall be held unless attended by an absolute majority of directors.
Supervisors may attend the meetings of the board of directors. The general manager and the board secretary who do not act as directors concurrently shall attend the board meetings as non-voting participants. The presider of the meeting may notify other relevant persons to attend the board meetings as non-voting participants as he/she thinks necessary.	Article 11 The holding of the meeting
No meeting of the board of directors shall be held unless attended by an absolute majority of directors.
Supervisors may attend the meetings of the board of directors. The general manager and the board secretary who do not act as directors concurrently shall attend the board meetings as non-voting participants. The presider of the meeting may notify other relevant persons to attend the board meetings as non-voting participants as he/she thinks necessary.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
Article 12 Attendance in person and by proxy

In principle, the directors shall attend the board meeting in person. If a director is unable to attend the meeting for any reason, he/she shall review the meeting materials in advance, form clear opinions and appoint other directors in writing to attend the meeting on his/her behalf.

The power of attorney shall set out:

(1) name of the appointer and the proxy;

(2) brief opinions on every proposal formed by the appointer;

(3) scope of authorization and directions for voting intention on the proposals of the appointer;

(4) signature of the appointer, the date of appointment, etc.

The director who appoints other directors to sign the written confirmation opinions for regular reports on his/her behalf shall make a special authorization in the power of attorney.

The authorized director shall submit the written power of attorney to the presider of the meeting, and explain proxy attendance in the attendance book. | Article 12 Attendance in person and by proxy

The power of attorney shall set out:

(1) name of the appointer and the proxy;

(2) brief opinions on every proposal formed by the appointer;

(3) scope of authorization and directions for voting intention on the proposals of the appointer;

(4) signature of the appointer, the date of appointment, etc.

The power of attorney shall set out the name of the proxy, the matters the appointment relates to, the scope of authorization and the validity period, and shall be signed or sealed by the appointer. In relation to voting on proposals, the appointer shall specify his/her opinions on voting for, voting against or abstaining from voting on each of the proposals in the power of attorney. A director shall not make or accept an appointment without voting intentions, a discretionary appointment or an appointment with an indefinite scope of authorization.

The director who appoints other directors to sign the written confirmation opinions for regular reports on his/her behalf shall make a special authorization in the power of attorney.

The authorized director shall submit the written power of attorney to the presider of the meeting, and explain proxy attendance in the attendance book.

If a director does not attend a board meeting in person or appoint a representative to attend the meeting, he/she shall be deemed to have waived the voting rights in the meeting. The responsibility of a director in connection with his/her voting on proposals cannot be waived by attending the meeting by proxy. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
Article 13 Restrictions on proxy attendance

Proxy attendance at board meetings shall follow the principles below:

(1) where related party transactions are considered, a non-related director shall not appoint a related director to attend the meeting on his/her behalf, and a related director shall also not accept the appointment by a non-related director;

(2) a director shall not give any other director carte blanche to attend the meeting on his/her behalf without providing his/her own opinions and voting intentions on the proposals, nor shall the relevant director accept the carte blanche or any appointments with an indefinite scope of authorization;

Proxy attendance at board meetings shall follow the principles below:

(3) one director shall not accept appointment by more than two directors to attend a board meeting, nor shall a director appoint any other director who has been appointed by two other directors to attend a board meeting on his/her behalf; |
| | (4) an independent director shall not appoint a non-independent director to attend the meeting on his/her behalf, and a non-independent director shall not accept the appointment by an independent director. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
Article 14 Modes of holding meetings

Board meetings shall generally be held on site. Whenever it is necessary, the board meetings may be convened through video, telephone, fax or email after agreement of the convener (the presider) and the proposer provided that the directors can fully give their opinions. The board meetings may also be held on site and off site simultaneously.

Where a board meeting is held off site, the number of directors present is calculated according to the directors present in the video, the directors expressing opinions in the teleconference, the number of valid votes including faxes or emails received within the specified period, or the written confirmations submitted by the directors after the meeting which indicate their attendance at the meeting. | Article 14 Modes of holding meetings

Board meetings shall generally be held on site. Whenever it is necessary, the board meetings may be convened through video, telephone, fax or email or other means after agreement of the convener (the presider) and the proposer provided that the directors can fully give their opinions.

The board meetings may also be held on site and off site simultaneously—and adopt resolutions. Where a board meeting is held off site, the number of directors present is calculated according to the directors present in the video, the directors expressing opinions in the teleconference, the number of valid votes including faxes or emails received within the specified period, or the written confirmations submitted by the directors after the meetings which indicate their attendance at the meeting. |
| Article 16 Expression of opinions

The directors shall carefully read the relevant meeting materials, and express their opinions independently and prudently based on a full understanding of the situation.

The directors may inquire with the board office, the meeting convener, the general manager and other senior management members, various special committees, accounting firms, law firms, as well as other relevant personnel and organizations for the information necessary for decision-making prior to the meeting. The directors may also, during the meeting, suggest to the presider that the aforementioned personnel and the organization representatives be asked to attend the meeting to explain the relevant situations. | Article 16 Expression of opinions

The directors shall carefully read the relevant meeting materials, and express their opinions independently and prudently based on a full understanding of the situation.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
Article 17 Voting at the meetings

After adequate discussion of each proposal, the presider shall ask the attending directors to vote on the proposals at an appropriate time.

Voting at the meetings shall be conducted on a one-person-one-vote basis by way of disclosed ballot or in writing.

Directors’ voting intentions shall be divided into agreement, opposition and abstention. The attending directors shall choose one of the aforementioned intentions. Where any director does not make any option or makes two or more options, the presider of the meeting shall require the said director to make an option again. Directors who refuse to make an option as required shall be deemed to have abstained from voting. Directors who leave the meeting venue halfway without coming back and have not made any option shall be deemed to have abstained from voting. | Article 17 Voting at the meetings

After adequate discussion of each proposal, the presider shall ask the attending directors to vote on the proposals at an appropriate time.

Voting at the meetings shall be conducted on a one-person-one-vote basis by way of disclosed ballot or in writing.

An interim board meeting may be held by disclosed ballot, fax, countersignature or other methods recognized by the board of directors, during which resolutions may be passed and signed by participating directors, provided that all directors can fully express their opinions. |
| Article 18 Statistics of voting results

After voting of the attending directors, the relevant staff shall responsively collect votes cast by the directors for counting by the board secretary under the supervision of a supervisor.

Where the meeting is held on site, the presider shall announce the statistics on site; in other circumstances, the presider shall require the board secretary to notify the directors of the voting results prior to the working day following the end of the stipulated voting period.

The votes cast by directors after the presider announces the voting results or after the stipulated voting period shall not be counted. | Article 18 Statistics of voting results

After voting of the attending directors, the relevant staff shall responsively collect votes cast by the directors for counting by the board secretary under the supervision of a supervisor-an independent director.

The votes cast by directors after the presider announces the voting results or after the stipulated voting period shall not be counted. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
Article 20 Abstention from voting

In any of the following circumstances, the directors shall abstain from voting on relevant proposals:

(1) where the Articles of Association and the relevant rules provide for abstention of the directors from voting;

(2) where the directors themselves think they shall abstain from voting;

(3) where there arise other circumstances specified by relevant laws, administrative regulations and regulatory documents.

Where any director abstains from voting, the relevant board meeting may be held when more than half of the non-related directors are present, and the relevant resolution shall be adopted by more than half of the non-related directors. If the number of non-related directors attending the meeting is less than three, the relevant proposal shall not be voted on but shall be submitted to the shareholders’ general meeting for deliberation. In case of any additional restrictions on the directors’ participation in and voting at the board meetings imposed by laws, regulations and the securities regulatory rules of the place where the Company’s shares are listed, such provisions shall prevail. | Article 20 Abstention from voting

In any of the following circumstances, the directors shall abstain from voting on relevant proposals:

(1) where the Articles of Association and the relevant rules provide for abstention of the directors from voting where the relevant laws, regulations and regulatory documents provide for abstention of the directors from voting;

(2) where the directors themselves think they shall abstain from voting;

(3) where there arise other circumstances specified by relevant laws, administrative regulations and regulatory documents where the directors are related to the enterprises involved by the meeting proposals and shall therefore abstain from voting pursuant to the Articles of Association.

If a director is related to a resolution to be adopted at a board meeting, he/she shall abstain from voting on such resolution, and shall not exercise his/her voting rights nor exercise any other director’s voting rights as a proxy in respect of such resolution.

Where a director has a connected relationship with any enterprise or individual involved in a resolution to be voted on at a meeting of the board of directors, the director concerned shall promptly submit a written report to the board of directors. A director having such a connected relationship shall abstain from voting on such resolution, and shall not exercise her/his voting rights for that resolution, nor shall she/he exercise voting rights on behalf of any other director, and the voting rights held by such director shall not be included in the total number of voting rights. The relevant meeting of the board of directors shall not be held unless attended by an absolute majority of directors without a connected relationship with any such enterprise or individual, and any resolution made at the meeting must be voted for by a majority of directors without any such relationship to be passed. Where the number of directors without any such connected relationship attending the meeting is less than three, the matter shall be submitted to the shareholders’ meeting of the Company for consideration. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
	Directors having a connected relationship referred to in the preceding paragraph include those who are under one of the following circumstances:
(1) being the counterparty of a transaction;
(2) holding a position in the counterparty of a transaction, or in any legal person (or other organization) that can directly or indirectly control the counterparty of a transaction, or any legal person (or other organization) directly or indirectly controlled by the counterparty of a transaction;
(3) being a direct or indirect controller of the counterparty of a transaction;
(4) being a close family member of the counterparty of a transaction or its direct or indirect controller;
(5) being a close family member of the directors, supervisors and senior management members of the counterparty of a transaction or its direct or indirect controller;
(6) being such director, whose independent business judgment may be affected for other reasons as identified by securities regulatory authorities of the place where the Company’s shares are listed or the Company.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
Article 22 Special provision on profit distribution

Where the issues relating to profit distribution of the Company need to be resolved at the board meeting, the preliminary profit distribution plan to be submitted to the board of directors for deliberation may first be submitted to the certified public accountant, who shall be required to produce a draft audit report accordingly (all financial data other than those involving profit distribution have been determined). After the board of directors makes a resolution on the distribution, the certified public accountant shall be required to issue a formal audit report, and the board of directors shall then make resolutions for other relevant matters of the regular report based on the formal audit report issued by the certified public accountant. | Article 22 Special provision on profit distribution

Where the issues relating to profit distribution of the Company need to be resolved at the board meeting, the preliminary profit distribution plan to be submitted to the board of directors for deliberation may first be submitted to the certified public accountant, who shall be required to produce a draft audit report accordingly (all financial data other than those involving profit distribution have been determined). After the board of directors makes a resolution on the distribution, the certified public accountant shall be required to issue a formal audit report, and the board of directors shall then make resolutions for other relevant matters based on the formal audit report issued by the certified public accountant. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
Article 26 Meeting minutes

The board secretary shall arrange staff members of the board office to take minutes of the board meeting. The meeting minutes shall include the following information:

(1) session, time, venue and form of the meeting convened;

(2) delivery of meeting notice;

(3) convener and presider of the meeting;

(4) in-person attendance and proxy attendance of directors;

(5) proposals for consideration at the meeting, main points of statements and key opinions of each director on relevant matters and intention of voting on proposals;

(6) the voting method and result for each proposal (the voting result shall set out the respective numbers of pros, cons and abstentions);

(7) other matters that the attending directors think should be included into the minutes. | Article 26 Meeting minutes

The board secretary shall arrange staff members of the board office to take minutes of the board meeting, and the meeting minutes shall be true, accurate and complete. The attending directors, the board secretary and the minutes taken shall sign the meeting minutes. The meeting minutes shall include the following information:

(1) session, date, venue and form of the meeting convened and the name of the convener;

(2) delivery of meeting notice;

(3) convener and presider of the meeting;

(4) in-person attendance and proxy attendance of directors;

(5) proposals for consideration at the meeting, main points of statements and key opinions of each director on relevant matters and intention of voting on proposals;

(6) the voting method and result for each proposal (the voting result shall set out the respective numbers of pros, cons and abstentions);

(2) names of directors present and such directors appointed as proxies to attend the meeting;

(3) agenda of the meeting;

(4) key points of speeches of the directors;

(5) the voting method and the results of each resolution (the number of votes in favor, against or abstain shall all be clearly indicated);

(7)(6) other matters that the attending directors think should be included into the minutes. |

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APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
Newly added article	Article 29 Announcement of resolutions
Announcements of board resolutions shall be handled by the board secretary pursuant to relevant provisions of the securities regulatory authorities of the place where the Company’s shares are listed.
Newly added article	Article 31 Non-formation of resolutions
In any of the following circumstances, a resolution of the board of directors of the Company shall not be formed:
(1) The resolution has been made without the convening of a board meeting;
(2) The resolution has been made without voting at the board meeting;
(3) The number of persons attending the meeting does not reach the number of persons as stipulated under the Company Law or the Articles of Association;
(4) The number of persons voting in favour of the matter to be resolved does not reach the number of persons as stipulated under the Company Law or the Articles of Association.
Newly added article	Article 32 Circumstances of failure to convene a board meeting properly
When a board meeting cannot be convened properly, or when the validity of a resolution is disputed, the Company shall promptly disclose information that helps investors understand the Company’s actual situation, including related matters, the claims of the disputing parties, and the Company’s current status.

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APPENDIX IV

PROPOSED AMENDMENTS TO THE PROCEDURAL

RULES OF THE BOARD OF DIRECTORS

Before amendment	After amendment
Article 30 Keeping of meeting archives
Archives of board meetings, including meeting notices, meeting materials, attendance book, powers of attorney for proxy directors, meeting recordings, votes, meeting minutes signed by the attending directors, meeting summaries, resolutions, etc., shall be kept by the board secretary.
Archives of board meetings shall be kept for a period of 10 years.	Article 30 Keeping of meeting archives
Archives of board meetings, including meeting notices, meeting materials, attendance book, powers of attorney for proxy directors, meeting recordings, votes, meeting minutes signed by the attending directors, meeting summaries, minutes and announcements of resolutions, etc., shall be kept by the board secretary.
Archives of board meetings shall be kept for a period of 10 years.
Article 31 Supplementary provisions
In these Rules, references to “more than” shall be inclusive of the stated figure.
As an appendix to the Articles of Association, these Rules shall be formulated by the board of directors, and shall, upon resolution by the shareholders’ general meeting, come into effect from the date on which H Shares of the Company are filed with the CSRC and listed on the Stock Exchange of Hong Kong Limited for trading.
Any matters that are not covered in these Rules are implemented in accordance with the relevant laws, administrative regulations, regulatory documents, the Trial Administrative Measures, the Guidelines for Articles of Association of Listed Companies, the Listing Rules of the Hong Kong Stock Exchange as well as the Articles of Association and amendments thereto.
These Rules shall be subject to the interpretation of the board of directors.	Article 34 Supplementary provisions
In these Rules, references to “more than”, “within” and “below” shall be inclusive of the stated figures, while references to “less than”, “beyond”, “lower than”, “over” and “exceeding” shall be exclusive of the stated figures. shall be inclusive of the stated figure.
Any matters that are not covered in these Rules are implemented in accordance with the relevant laws, administrative regulations, regulatory documents, the Trial Administrative Measures, the Guidelines for Articles of Association of Listed Companies, the Listing Rules of the Hong Kong Stock Exchange as well as the Articles of Association and amendments thereto.
As an appendix to the Articles of Association, these Rules shall be formulated by the board of directors, and shall, upon resolution by the shareholders’ general meeting, come into effect from the date on which H Shares of the Company are filed with the CSRC and listed on the Stock Exchange of Hong Kong Limited for trading. these Rules shall come into effect upon consideration and approval by the shareholders’ meeting after deliberation by the board of directors of the Company, and the original rules shall be repealed simultaneously.
These Rules shall be subject to the interpretation of the board of directors.

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NOTICE OF THE EGM

RONGTA

Rongta Technology (Xiamen) Group Co., Ltd.

容大合眾(廈門)科技集團股份公司

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

(Stock Code: 9881)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “EGM”) of Rongta Technology (Xiamen) Group Co., Ltd. (the “Company”) will be held at Conference Room, 10/F, Building No. 1, No. 88 Tonghui South Road, Tong’an District, Xiamen, Fujian, the People’s Republic of China (the “PRC”) on Tuesday, December 30, 2025 at 10:00 a.m. for the purpose of transacting the following businesses:

ORDINARY RESOLUTION

(by cumulative voting system)

To consider and approve the following candidates as the directors of the third session of the Board:

1.1 To re-elect Mr. Xu Kaiming as an executive director;

1.2 To re-elect Ms. Lin Yanqin as an executive director;

1.3 To elect Ms. Fu Jianfang as an executive director;

1.4 To re-elect Dr. Lim Kim Huat as an independent non-executive director;

1.5 To re-elect Dr. Huang Liqin as an independent non-executive director; and

1.6 To elect Dr. Lai Shaojuan as an independent non-executive director.

SPECIAL RESOLUTIONS

To consider and approve the amendments to the Articles of Association of the Company.
To consider and approve the amendments to the Procedural Rules of the Shareholders’ General Meeting of the Company.
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NOTICE OF THE EGM

To consider and approve the amendments to the Procedural Rules of the Board of Directors of the Company.
To consider and approve the abolishment of the Supervisory Committee of the Company.
To consider and approve the abolishment of the Procedural Rules of the Supervisory Committee of the Company.

By order of the Board
Rongta Technology (Xiamen) Group Co., Ltd.
Xu Kaiming
Chairman and Executive Director

PRC, December 15, 2025

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NOTICE OF THE EGM

Notes:

Any shareholder of the Company (the “Shareholder(s)”) entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be member of the Company.
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer or attorney duly authorized.
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited with Tricor Investor Services Limited at 17/F, Far East Finance Centre 16 Harcourt Road, Hong Kong (for holders of H shares) as soon as practicable but in any event not less than 24 hours before the time appointed for holding the EGM (i.e. not later than 10:00 a.m. on Monday, December 29, 2025), or any adjourned meeting thereof (as the case may be).
Completion and return of the form of proxy shall not preclude the Shareholders from attending and voting in person at the EGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
In case of joint Shareholders, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
For the purpose of determining the H Shareholders of the Company entitled to attend and vote at the EGM, the register of members of H shares of the Company will be closed from Tuesday, December 23, 2025 to Tuesday, December 30, 2025 (both days inclusive). The record date for determining the entitlement of the Shareholders to attend and vote at the EGM will be Tuesday, December 30, 2025. In order to qualify for the entitlement to attend and vote at the above EGM, the H Shareholders of the Company must lodge all transfer forms accompanied by the relevant H share certificates with the Company’s H share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre 16 Harcourt Road, Hong Kong. no later than 4:30 p.m. on Monday, December 22, 2025.
The Company adopts the cumulative voting system for resolution numbered 1 at the EGM. According to Article 85 of the articles of association of the Company, the accumulative voting system referred to herein means that, when the shareholders’ general meeting elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, that is: the cumulative voting rights of each shareholder = the number of voting shares held by him × the number of directors or supervisors to be elected. When the shareholders’ general meeting holds multiple rounds of elections, the cumulative voting rights of shareholders shall be recalculated based on the number of directors or supervisors elected in each round of elections. The voting rights held by shareholders can be concentrated on a certain candidate, or they can be equally or unequally cast for multiple candidates, but the sum of the votes cast separately shall not exceed the total cumulative voting rights, otherwise the vote will be invalid. The elected directors or supervisors are determined from high to low based on the number of votes they obtain, and the number of votes obtained by the elected directors or supervisors should exceed half of the number of voting shares held by shareholders attending the shareholders’ meeting.
Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.
All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
According to Article 80 of the Company’s Articles of Association, ordinary resolutions shall be passed by more than half of the voting rights held by shareholders (including proxies) present at the Shareholders’ meeting. Special resolutions shall be passed by more than two-thirds of the voting rights held by shareholders (including proxies) present at the Shareholders’ meeting.
All times refer to Hong Kong local time, except as otherwise stated.

As at the date of this notice, the executive directors of the Company are Mr. Xu Kaiming, Mr. Xu Kaihe and Ms. Lin Yanqin, and the independent non-executive directors of the Company are Dr. Lim Kim Huat, Dr. Yu Xiaoou, and Dr. Huang Liqin.

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AI assistant

Rongta Technology (Xiamen) Group Co., Ltd. Proxy Solicitation & Information Statement 2025

51151_rns_2025-12-15_ba7ee8ff-9ab3-474e-8cc5-eb851d67f0b5.pdf

RONGTA

RONGTA

I. INTRODUCTION

II. DETAILS OF THE RESOLUTIONS

ORDINARY RESOLUTION

(1) Proposed Election and Re-Election of the Board of Directors of the Company

SPECIAL RESOLUTIONS

(2) Proposed Amendments to the Articles of Association and the Procedural Rules of the Shareholders' Meeting and the Procedural Rules of the Board of Directors

(3) Proposed Abolishment of the Supervisory Committee and the Procedural Rules of the Supervisory Committee

III. EGM, FORM OF PROXY AND CLOSURE OF REGISTER OF MEMBERS

IV. VOTING BY POLL

V. RECOMMENDATIONS

VI. RESPONSIBILITY STATEMENT

Executive Directors

Independent Non-executive Directors

COMPARISON TABLE OF THE AMENDMENTS TO

THE PROCEDURAL RULES OF THE BOARD OF DIRECTORS

RONGTA

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

SPECIAL RESOLUTIONS

AI assistant

Rongta Technology (Xiamen) Group Co., Ltd. — Proxy Solicitation & Information Statement 2025

51151_rns_2025-12-15_ba7ee8ff-9ab3-474e-8cc5-eb851d67f0b5.pdf

RONGTA

RONGTA

I. INTRODUCTION

II. DETAILS OF THE RESOLUTIONS

ORDINARY RESOLUTION

(1) Proposed Election and Re-Election of the Board of Directors of the Company

SPECIAL RESOLUTIONS

(2) Proposed Amendments to the Articles of Association and the Procedural Rules of the Shareholders' Meeting and the Procedural Rules of the Board of Directors

(3) Proposed Abolishment of the Supervisory Committee and the Procedural Rules of the Supervisory Committee

III. EGM, FORM OF PROXY AND CLOSURE OF REGISTER OF MEMBERS

IV. VOTING BY POLL

V. RECOMMENDATIONS

VI. RESPONSIBILITY STATEMENT

Executive Directors

Independent Non-executive Directors

COMPARISON TABLE OF THE AMENDMENTS TO

THE PROCEDURAL RULES OF THE BOARD OF DIRECTORS

RONGTA

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

SPECIAL RESOLUTIONS

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