Shanghai Henlius Biotech, Inc. - Governance Information 2012

Articles of Association of

BYD Company Limited

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

31 August 2012

Approved at the 2012 First Extraordinary General Meeting of the Company

Listing Rules Appendix 13d Paragraph 1(a)

NOTE： In the margin notes to the provisions of the Articles of Association, the “ Company Law ” refers to the Company Law of the People’s Republic of China as amended and becoming effective from 1st January 2006, “ Securities Law ” refers to the Securities Law of the People’s Republic of China as amended and becoming effective from 1st January 2006, the “ Mandatory Provisions ” refer to the Mandatory Provisions for Articles of Association of Companies Listed Overseas jointly issued by the State Council Securities Policy Committee and the State Commission for Restructuring the Economic System, “ Guidelines ” refer to the Guidelines on Articles of Association of Listed Companies (as amended in 2006) issued by CSRC, “ Code of Corporate Governance ” refers to Code of Corporate Governance for Listed Companies in China issued by CSRC. “ Independent Directors System ” refers to Guiding Opinions for Establishment of Independent Directors System of Listed Companies.

【 Chapter Name 】 CHAPTER 1 GENERAL PROVISIONS

Article 1 To safeguard the legitimate rights and interests of BYD Company Limited (the “Company”), its shareholders and creditors, and to regulate the organization and activities of the Company, the Company formulated the articles of association of the Company (the “Articles of Association”) in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), and other relevant provisions.

The Company is a joint-stock limited company incorporated pursuant to the Company Law, the Special Regulations of the State Council on the Overseas Offer and Listing of Shares by Joint Stock Limited Companies (the “Special Regulations”) and other relevant requirements under the laws, administrative rules and regulations of the State.

The Company was established on 18 March 2002 by way of overall restructuring with the approval of the State Economic and Trade Commission, as evidenced by the approval document “Reply of Consenting to the Transforming of BYD Company Limited into an Overseas Public Subscription Company” (Guo Jing Mao Qi Gai [2002]153), and the approval document, “Reply of Consenting to the Adjustment of Capital Structure of BYD Company Limited” dated 10 June 2002 (Guo Jing Mao Ting Qi Gai [2002] 348), and was converted into a joint-stock limited company. It was registered with the Shenzhen Administration for Industry and Commerce and obtained the business licence on 11 June 2002. The number of the Company’s business licence is:0857080.

The names of promoting shareholders of the Company and number of shares subscribed and respective proportion of shareholding at incorporation of the Company are listed as follows:

Mandatory Provisions Article 1

Name of Shareholder	Number of shares held (0’000)	Shareholding (%)
Wang Chuan-fu	15016.91	38.5046
Lu Xiang-yang	6295.49	16.1423
Guangzhou Youngy Management & Investment Group Company Limited	4480.07	11.4874
Xia Zuo-quan	3288.87	8.4330
Yang Long-zhong	2071.73	5.3121
Mao De-he	725.85	1.8612
Wang Nian-qiang	569.73	1.4608
Dai Chang	458.58	1.1758
Liu Wai-ping	422.51	1.0834
Gu Wei-ni	318.80	0.8174
Jia Yan-xiu	318.80	0.8174
Li Ke	312.75	0.8019
Li Wei	296.86	0.7612
Fang Fang	284.86	0.7304
Li Yong-guang	284.86	0.7304
Liu Huan-ming	284.86	0.7304
Lun Xu-feng	284.86	0.7304

Sun Yi-zao	284.86	0.7304
Wang Chuan-fang	284.86	0.7304
Wu Chang-hui	284.86	0.7304
Wu Jing-sheng	284.86	0.7304
Xiao Ping-liang	284.86	0.7304
Zhang Yi	284.86	0.7304
Yan Yue-qing	199.40	0.5113
Lu Guo-zhi	142.43	0.3652
He Zhi-qi	98.48	0.2525
Qu Bing	88.95	0.2281
Wan Qiu-yang	88.95	0.2281
Wang Hai-tao	88.95	0.2281
Xia Zhi-bing	88.95	0.2281
Xie Qiong	88.95	0.2281
Liu Wei-hua	88.95	0.2281
Wang Hai-quan	88.95	0.2281
Zhu Ai-yun	73.07	0. 1874
Li Zhu-hang	73.07	0. 1874
Zhang Jin-tao	73.07	0. 1874
Xiao Feng	73.07	0. 1874
Chen Gang	73.07	0. 1874
He Long	73.07	0. 1874
Deng Guo-rui	73.07	0. 1874
Total	39000	100

The Company was converted and incorporated as a joint-stock limited company from Shenzhen BYD Company Limited on 11 June 2002. The above promoters invested in full with their net assets of Shenzhen BYD Company Limited held at the time of its incorporation.

Article 2 The registered name of the Company in Chinese：比亚迪股份有限公司 The registered name of the Company in English：BYD COMPANY LIMITED

Mandatory Provisions Article 2

Article 3 The Company’s legal domicile: Yan An Road, Kui Yong Town, Longgang Mandatory District, Shenzhen, Guangdong Province Provisions Article 3 Postcode: 518119 Telephone: 0755 89888888 Facsimile 0755 84202222 Mandatory Article 4 The Company’s legal representative is the chairman of the Board of the Company. Provisions Article 4 Article 5 The Company is a joint stock limited company in perpetual existence. Mandatory Provisions Article 5 Article 6 All capital of the Company is divided into shares with same par value per share. The rights and liabilities of the shareholders of the Company are limited to the shares held by them, and the Company is liable for its debts to the extent of its entire assets. Article 7 The Articles of Association became effective from the date of the establishment of the Company. From the date of the Articles of Association becoming effective, the Articles of Association Mandatory Provisions Article 6 constitute a legally binding document regulating the Company’s organization and activities, and the rights and obligations between the Company and each shareholder and among the shareholders inter se. Shareholders may sue the Company in accordance with the Articles of Association; the Mandatory Provisions Article 7 Company may sue shareholders, Directors, supervisors, president and other senior management of the Company in accordance with the Articles of Association; shareholders may sue other Guidelines Article shareholders in accordance with the Articles of Association; shareholders may sue Directors, 10 supervisors, president and other senior management of the Company in accordance with the Articles of Association. The term “sue” in the preceding Article shall refer to and include commencing court proceedings and applying for arbitration proceedings. The term “senior management” in the Articles shall refer to the president, deputy president , the chief finance officer and the secretary to the Board of the Company. Article 8 The Articles of Association are binding on the Company and its shareholders, Mandatory Directors, supervisors, president and other senior management, all of whom are entitled to claim Provisions Article 7 rights regarding the Company’s affairs in accordance with the Articles of Association. Article 9 The Company may invest in other enterprises. However, unless stipulated by laws Company Law otherwise, the Company shall not be jointly and severally liable to such enterprise(s) for their Article 15 liabilities as their investor. 【 Chapter Name 】 CHAPTER 2 OBJECTIVES AND SCOPE OF BUSINESS Article 10 The business objectives of the Company are: to conduct operation and business in Mandatory compliance with laws with good faith, develop new high-tech products for the market, strive to Provisions Article 9 explore domestic and international markets and create sound economies of scale to serve the socialist market economy. Article 11 The scope of business of the Company shall cover the items approved by the Mandatory company registration authorities. Provisions Article 10

The business scope of the Company covers: manufacture and sale of lithium batteries and other batteries, chargers, electronic devices, appliances and instruments, flexible printed circuits, hardware products, LCD screens, handset components, molds, plastic products and relevant accessories; import and export of commodities and technologies (excluding distribution of

imports) general land cargo transportation; research, development, production and sales of 3D eye glasses and global positioning system (“GPS”); acting as the General Distributor of BYD Automobile Co., Ltd. to engage in the sales, wholesale and exports of passenger vehicles, electric vehicles and their components under the BYD brand and to provide after-sales services; sales of battery management system, converter cabinet, inverter cabinet/device, junction box, switchboard, energy storage unit.

【 Chapter Name 】 CHAPTER 3 SHARES, SHARES TRANSFER AND REGISTERED CAPITAL

Article 12 The shares of the Company shall take the form of share certificates. The Company shall have ordinary shares at all times. It may have other kinds of shares according to its needs, upon approval of the company examination and approval authorities authorized by the State Council.

Article 13 All the shares issued by the Company shall have a par value which shall be RMB1.00 for each share.

Mandatory Provisions Article 11

Mandatory Provisions Article 12

Article 14 Shares of the Company shall be issued in an open, fair and just manner. Shares of the same class shall rank pari passu with each other. For the same class of shares issued in the same tranche, each share shall be issued at the same price and subject to the same conditions. For the shares subscribed by any organization or individual, the price payable for each of such shares shall be the same.

Article 15 Subject to the approval of securities regulatory authority of the State Council, the Company may issue shares to domestic and foreign investors.

Mandatory Provisions Article 13

For the purposes of the preceding paragraph, the term “foreign investors” shall refer to investors from foreign countries or from Hong Kong Special Administrative Region, Macau Special Administrative Region or Taiwan that subscribe for shares issued by the Company, and the term “domestic investors” shall refer to investors within the People’s Republic of China, excluding the above-mentioned regions, that subscribe for shares issued by the Company.

Article 16 Shares issued by the Company to domestic investors for subscription in Renminbi shall be referred to as domestic shares. Shares issued by the Company to overseas investors for subscription in foreign currency shall be referred to as foreign shares. Foreign shares which are listed outside the PRC shall be referred to as overseas-listed foreign shares. Domestic shares which are listed in the PRC shall be referred to as PRC-listed domestic shares (A shares). Both the holders of the domestic shares and overseas-listed foreign shares are holders of the ordinary shares and shall have the same obligations and rights.

Listing Rules Appendix 3 Paragraph 9

The Company’s domestic shares are held in custody by the Shenzhen branch of China Securities Depository and Clearing Company Limited. The issue or transfer of the Company’s overseas-listed foreign shares will be registered in the register of holders of overseas-listed foreign shares as provided under Article 40 hereof.

Article 17 The Company shall not accept any shares of the Company as the subject of pledge.

Article 18 Shares of the Company held by the promoters shall not be transferred within one (1) year from the date of the establishment of the Company. The transfer of domestic shares issued prior to the Company’s initial public offering of domestic shares (A shares) shall be implemented in accordance with the provisions of laws, administrative regulations and relevant listing rules.

The Directors, supervisors and senior management of the Company shall report to the Company their shareholdings held by them and changes therein and shall not transfer more than 25% per year of the total number of shares of the Company held by them during their tenure. The shares of the Company held by them shall not be transferred within one (1) year from the date the shares of the Company being listed and traded on the stock exchange(s). The aforesaid person(s) shall not transfer the shares of the Company held by them within six (6) months commencing from the termination of their service.

The number of shares of the Company sold by the Directors, supervisors and senior management of the Company through trading on a stock exchange within twelve (12) months after six (6) months from the reported termination of their service shall account for not more than 50% of the total number of shares held by them in the Company.

Article 19

Any gains from sale of shares of the Company by any Directors, supervisors, senior management or shareholders of domestic shares holding 5% or more of the shares of the Company within six (6) months after their purchase of the same, and any gains from purchase of shares of the Company by any of the aforesaid parties within six (6) months after sale of the same shall be disgorged and paid to the Company. The Board of the Company shall forfeit such gains from the abovementioned parties. However, if a securities company holds 5% or more shares by taking up the remaining shares not subscribed pursuant to an underwriting arrangement, the six (6) month moratorium shall not apply.

Notice on Further Regulating the Purchase of Stock of the Listed Companies on the SME Board by Their Own Directors, Supervisors and Senior Managers Article 3

Should the Board of the Company fail to observe the preceding paragraph, the shareholders shall be entitled to request the Board to enforce the same within thirty (30) days. If the Board of the Company fails to do so within the aforesaid time limit, the shareholders are entitled to directly initiate court proceedings at the People’s Court in their own name for the interests of the Company.

Should the Board of the Company fail to comply with the requirements set out in the first paragraph of this Article, the responsible Director(s) shall assume joint and several liabilities under the law.

Article 20 With the approval of the company examination and approval authority of the State Council, the Company issued a total of 390,000,000 ordinary shares to its promoters upon establishment.

Mandatory Provisions Article 15

Article 21 After the establishment of the Company, an additional 149,500,000 overseas-listed foreign shares were issued. The share capital structure of the Company after issue was: 539,500,000 ordinary shares, including 390,000,000 shares held by the promoters, accounting for 72.29% of the total ordinary share in issue of the Company, 149,500,000 shares held by holders of overseas-listed foreign shares, accounting for 27.71% of the total ordinary shares in issue of the Company.

Mandatory Provisions Article 16 Listing Rules Appendix 3 Paragraph 9

Upon completion of the issue of the aforesaid overseas-listed foreign shares, and upon approval at the shareholders’ general meeting, the Company capitalized its capital common reserves and issued 28 bonus shares for every 10 shares to all shareholders. Upon completion of the bonus issue, the Company’s share capital structure was: 2,050,100,000 ordinary shares, of which 1,482,000,000 shares were held by holders of non-overseas listed foreign shares, representing 72.29% of the Company’s total ordinary shares in issue; 568,100,000 shares were held by holders of overseas-listed foreign shares, representing 27.71% of the Company’s total ordinary shares in issue.

Upon completion of the above capitalization of the capital common reserves, and upon approval at the shareholders’ general meeting and by the relevant regulatory authorities, the Company further issued an additional 225,000,000 overseas-listed foreign shares. Upon completion of such capital increase, the Company’s share capital structure was: 2,275,100,000 ordinary shares, of which 1,482,000,000 shares were held by holders of non-overseas listed foreign shares, representing 65.14% of the Company’s total ordinary shares in issue; 793,100,000 shares were held by holders of overseas-listed foreign shares, representing 34.86% of the total ordinary shares in issue.

The Company was approved by China Securities Regulatory Commission on 7 June 2011 for the fresh issue of 79,000,000 Renminbi denominated ordinary shares to the general public and the listing on the Shenzhen Stock Exchange on 30 June 2011.

Upon completion of the issue of the aforesaid capital increase and issue of domestic shares, the Company’s share capital structure is: 2,354,100,000 ordinary shares, of which, 1,561,000,000 ordinary shares are held by holders of A Shares, representing 66.31% of the Company’s total ordinary shares in issue; and 793,100,000 shares are held by holders of overseas-listed foreign shares, representing 33.69% of the Company’s total ordinary shares in issue.

Article 22 Upon approval of the plan of issuing overseas-listed foreign shares and domestic shares of the Company by the securities regulatory authority under the State Council, the Board of the Company may make the share issue arrangements.

Mandatory Provisions Article 17

As to the plan of the respective issue of overseas-listed foreign shares and domestic shares in accordance with the provisions of the preceding article, the Board of the Company may proceed with the issue of overseas-listed foreign shares within 15 months after it is approved by the securities regulatory authority under the State Council; and may proceed with the issue of domestic shares within 6 months after it is approved by the securities regulatory authority under the State Council.

Article 23 Where the Company issues overseas-listed foreign shares and domestic shares respectively within the total number of shares as stated in the issuance proposal, the respective shares shall be subscribed for in full at one time. If the requirement of subscription in full at one time cannot be met under special circumstances, such issue may be in several tranches subject to the approval by the securities regulatory authority under the State Council.

Mandatory Provisions Article 18

respectively within the total number of shares as stated in the issuance proposal, the respective shares shall be subscribed for in full at one time. If the requirement of subscription in full at one time cannot be met under special circumstances, such issue may be in several tranches subject to the approval by the securities regulatory authority under the State Council.	Provisions Article 18
Article 24 The Company’s registered capital is RMB2,354,100,000.	Mandatory Provisions
	Article 19
Article 25 The Company may, based on its operational and development needs and in
accordance with the relevant provisions of the Articles of Association, approve an increase of	Mandatory
capital.	Provisions Article 20
The Company may increase its capital in the following manners:	Guidelines
	Article 21
(1) by offering new shares for subscription by unspecified investors;
(2) by non-public issue of shares;

(3) by placing new shares to its existing shareholders;
(4) by allotting bonus shares to its existing shareholders;
(5) by capitalizing its capital reserve;
(6) by any other means which is permitted by laws, administrative regulations and authorized by the securities regulatory authorities of the State Council.

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

Article 26 All overseas-listed foreign shares companies shall act in accordance with the following provisions

Listing Rules Appendix 3 Paragraph 9

(1) All overseas-listed foreign shares shall be transferred by an instrument in writing in any usual or common form or any other form which the Board may approve. The instrument of transfer may be executed without seal either by hand or in mechanically-printed form, affixing of the company seal is not required.
(2) No transfer may be made to a minor or to a person of unsound mind or under other legal disability.

Mandatory Provisions (3) Unless otherwise provided by laws and administrative regulations, shares of the Article 21 Company are freely transferable and are not subject to any lien. Listing Rules Appendix 3 Paragraph 1(2) The issuance of domestic-listed Renminbi ordinary shares of the Company shall observe the following provisions: Should such shares be de-listed on the domestic stock exchange, the Shenzhen Stock domestic shares of the Company will continue to be traded under the agency share transfer system. Exchange Special Provisions The Company shall not amend such requirement in the Articles of Association. Article 3 of SME Board Listed 【 Chapter Name 】 CHAPTER 4 REDUCTION OF CAPITAL AND REPURCHASE OF Companies SHARES

Article 27 In accordance with the Company Law and other relevant regulations and the Mandatory provisions of the Articles of Association, the Company may reduce its registered capital. Provisions Article 22 Article 28 The Company must prepare a balance sheet and inventory of assets for reduction Mandatory of registered capital. Provisions Article 23

The Company shall notify its creditors within ten (10) days from the date of the Company’s resolution on reduction of registered capital and shall publish an announcement at least three (3) times in the newspapers designated by the securities regulatory authority under the State Council Company Law (the Company designated “China Securities News”, “Shanghai Securities News”, “Securities Article 178 Times” and “Securities Daily” for publication of A-share announcements of the Company and other necessary information disclosure; and designated the website http://www.cninfo.com.cn for posting A-share announcements of the Company and other necessary information disclosure) within thirty (30) days from the date of such resolution. A creditor has the right, within thirty (30) days of receiving the notice or, in the case of a creditor who does not receive the notice, within forty-five (45) days from the date of the announcement, to require the Company to repay its debt or provide a corresponding guarantee for such debt.

The registered share capital of the Company following the reduction of capital shall not fall below the minimum statutory requirement.

Article 29 The Company may, in accordance with the procedures set out in the Articles of Association and with the approval of the relevant competent authority of the State, repurchase its

Mandatory Provisions Article 24

outstanding shares under the following circumstances:

(1) cancellation of shares for the purposes of reducing its capital;
(2) merging with another company that holds shares in the Company;
(3) granting shares to employees of the Company as incentives;
(4) acquiring shares held by shareholders (upon their request) who vote against any resolution proposed in any general meeting on the merger or division of the Company;

Guidelines Article 23

(5) other circumstances as permitted by laws and administrative regulations.

The Company shall not engage in the trading of its shares save for the circumstances specified above.

Article 30 The Company may, with the approval of the relevant competent authority of the Mandatory Provisions State for repurchasing its shares, conduct the repurchase in one of the following manners: Article 25

(1) make a pro rata general offer of repurchase to all of its shareholders;
(2) repurchase shares through public trading on a stock exchange;
(3) repurchase through an off-market agreement.
(4) other means as permitted by the securities regulatory authority under the State Council.

Guidelines Article 24

Article 31 Where the Company repurchases its shares through an off-market agreement, it shall seek prior approval of the shareholders at general meeting in accordance with the Articles of Association. The Company may release or vary a contract so entered into by the Company or waive its rights thereunder with prior approval by shareholders at general meeting obtained in the same manner.

Mandatory Provisions Article 26

The contract to repurchase shares as referred to in the preceding paragraph includes, but not limited to, an agreement to become obliged to repurchase or to acquire the right to repurchase shares.

The Company shall not assign a contract for repurchasing its shares or any of its rights thereunder.

Article 32 After the Company repurchased its shares pursuant to the laws, it should cancel or transfer such part of the shares within the term specified by the laws and administrative rules and, in the case of transfer, apply to the original registry of the Company for registration of alteration of the registered capital. For any share purchases by the Company pursuant to the provisions, shares purchased under item (1) of Article 29 shall be cancelled within ten (10) days from the date of acquisition; for those circumstances described under items (2) and (4), the shares shall be transferred or cancelled within six (6) months; for those circumstances described under item (3), the purchase shall not exceed 5% of the total number of shares of the Company in issue; payment by the Company for repurchase shall be made out of the after-tax profit of the Company; and the shares purchased shall be transferred to the employees within one (1) year. The Company’s purchase of its shares for any of the reasons as mentioned in items (1) to (3) shall be subject to resolution at the shareholders’ general meeting.

Mandatory Provisions Article 27 Company Law Article 143

The amount of the Company’s registered share capital shall be reduced by the aggregate par value of those cancelled shares.

Article 33 Unless the Company is in the course of liquidation, it must comply with the following provisions in respect of repurchase of its outstanding shares:

Mandatory Provisions Article 28

(1) where the Company repurchases its shares at par value, payment shall be made out of book balance of the distributable profits of the Company or out of proceeds of a fresh issue of shares made for repurchase;

(2) where the Company repurchases its shares at a premium to their par value, payment representing the par value shall be made out of the book balance of distributable profits of the Company or out of the proceeds of a fresh issue of shares made for repurchase. The premium in excess of the par value shall be handled as follows:

if the shares being repurchased were issued at par value, payment shall be made out of the book balance of the distributable profits of the Company;
if the shares repurchased were issued at a premium to their par value, payment shall be made out of the book balance of the distributable profits of the Company or out of the proceeds of a fresh issue of shares made for that purpose, provided that the amount paid out of the proceeds of the fresh issue shall not exceed the aggregate of premiums received by the Company on the issue of the shares repurchased nor the amount of the Company’s share premium account (or capital reserve account) (including the premiums on the fresh issue) at the time of such repurchase;

(3) payment by the Company in consideration of the following shall be made out of the Company’s distributable profits:

acquisition of rights to repurchase shares of the Company;
variation of any contract for repurchasing shares of the Company;
release of any of the Company’s obligations under any contract for repurchasing its shares;

(4) after the Company’s registered share capital has been reduced by the total par value of the cancelled shares in accordance with the relevant provisions, the amount deducted from the distributable profits for payment of the par value portion of the shares repurchased shall be transferred to the Company’s share premium account (or its capital reserve account).

【 Chapter Name 】 CHAPTER 5 FINANCIAL ASSISTANCE FOR ACQUISITION OF THE COMPANY’S SHARES

Article 34 The Company and its subsidiaries shall not, by any means at any time, provide any Mandatory kind of financial assistance to a person who is acquiring or is proposing to acquire shares of the Provisions Article 29 Company. The said acquirer of shares of the Company includes a person who directly or indirectly assumes any obligations due to the acquisition of shares of the Company.

The Company and its subsidiaries shall not, by any means and at any time, provide financial assistance to the said obligor for the purpose of reducing or discharging the obligations assumed by that person.

The provisions in this Article shall not apply to the circumstances stated in Article 36.

Article 35 The term “financial assistance” referred to in this Chapter includes (but not Mandatory limited to) the following means: Provisions Article 30

(1) gift;

(2) guarantee (including the assumption of liability by the guarantor or the provision of assets by the guarantor to secure the performance of obligations by the obligor), or compensation (other than compensation incurred owing to the Company’s own default) or release or waiver of any rights;

(3) provision of loan or any other agreement under which the obligations of the Company are

to be fulfilled prior to the obligations of another party, or a change in the parties to, or the assignment of rights arising under, such loan or agreement;

(4) any other form of financial assistance given by the Company when the Company is insolvent or has no net assets or when its net assets would thereby be reduced to a material extent.

The expression “assuming an obligation” referred to in this Chapter includes the assumption of obligations by the changing of the obligor’s financial position by way of contract or the making of an arrangement (whether enforceable or not, and whether made on its own account or with any other persons), or by any other means.

Article 36 The following activities shall not be deemed to be activities as prohibited in Article 34:

Mandatory Provisions Article 31

(1) the financial assistance by the Company is given in good faith in the interest of the Company, and the principal purpose of giving the financial assistance is not for the acquisition of shares of the Company, or the giving of the financial assistance is an ancillary part of a master plan of the Company;

(2) the lawful distribution of the Company’s assets by way of dividend;

(3) the allotment of shares as dividends;

(4) a reduction of registered capital, repurchase of shares or reorganization of the share capital structure of the Company effected in accordance with the Articles of Association;

(5) the lending of money by the Company within its scope of business and in the ordinary course of its business (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are reduced, the financial assistance is provided out of the distributable profits of the Company);

(6) the provision of money by the Company for contributions to staff and workers’ share schemes (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are reduced, the financial assistance is provided out of the distributable profits of the Company).

【 Chapter Name 】 CHAPTER 6 SHARE CERTIFICATES AND REGISTER OF MEMBERS

Article 37 The Company’s share certificates shall be in registered form.

Mandatory Provisions Article 32

The share certificates of the Company shall, in addition to those provided in the Company Law, contain other items required to be specified by the stock exchange(s) on which the shares of the Company are listed.

Company Law Article 38 The share certificates shall be signed by the legal representative. Where the stock Article 129 exchange on which the shares of the Company are listed requires the share certificates to be Mandatory signed by other senior management of the Company, the share certificates shall also be signed by Provisions the other senior management. The share certificates shall take effect after being affixed with the Article 33 seal of the Company or after being affixed with the seal of the Company in printed form. The Listing Rules share certificates shall only be affixed with the Company’s seal under the authorization of the Appendix 3 Paragraph 2（1） Board. The signatures of the legal representative of the Company or other relevant senior management on the share certificates may also be in printed form.

Article 39 The Company shall establish the register of members with the information provided by the securities registration organ; and shall contain the following particulars:

Mandatory Provisions Article 34 Listing Rules Appendix 3 Paragraph 1(1)

(1) the name, address (domicile), occupation or nature of each shareholder;
(2) the class and number of shares held by each shareholder;

(3) the amount paid-up or payable in respect of shares held by each shareholder;

(4) the serial numbers of the shares held by each shareholder;

(5) the date on which a person registers as a shareholder;

(6) the date on which a person ceases to be a shareholder；
(7) Pledge, freezing and other restrictions of rights of the shares held by each shareholder.

The register of members shall be sufficient evidence of the holding of the Company’s shares by a shareholder, unless there is evidence to the contrary.

Article 40 The Company may keep the original register of holders of the overseas-listed foreign shares overseas in accordance with the understanding and agreement between the securities regulatory authority under the State Council and the overseas securities regulatory authority at the place of the overseas listing and appoint an overseas agent for management at the place of the overseas listing. The original of the register of holders of the overseas-listed foreign shares listed in Hong Kong should be kept in Hong Kong. The Company shall maintain a duplicate of the register of holders of overseas-listed foreign shares at the Company’s domicile; the appointed overseas agent(s) shall ensure the consistency between the original and the duplicate of the register of holders of overseas-listed foreign shares at all times.

Mandatory Provisions Article 35 Listing Rules Appendix 13d Paragraph 1(b)

If there is any inconsistency between the original and the duplicate of the register of holders of overseas-listed foreign shares, the original version shall prevail.

Mandatory Provisions Article 36

Article 41 The Company shall keep a complete register of members .

The register of members shall include the following:

(1) the register of members maintained at the Company’s domicile (other than those parts as described in items (2) and (3) of this Article);
(2) the register of members in respect of the holders of overseas-listed foreign shares of the Company maintained at the place where the overseas stock exchange on which the shares are listed is located;
(3) the register of members maintained at such other place as the Board may consider necessary for the purpose of listing of the Company’s shares.

Article 42 Different parts of the register of members shall not overlap one another. No Mandatory Provisions transfer of the shares registered in any part of the register shall, during the existence of that Article 37 registration, be registered in any other part of the register of members.

All fully paid-up overseas-listed foreign shares are freely transferable pursuant to the Listing Rules Articles of Association. However, the Board may refuse to recognize any instrument of transfer Appendix 3 Paragraph 1(1)&(2) without giving any reason unless such transfer fulfills the following conditions:

(1) A fee of HK$2.5 per instrument of transfer or such higher amount as agreed from time to time by the Hong Kong Stock Exchange or other stock exchange(s) on which the shares of the Company are listed has been paid to the Company for registration of transfer and other documents relating or which will affect the right of ownership of the shares;

(2) the instrument of transfer involves only the overseas-listed foreign shares listed in Hong Kong or other places overseas;

(3) the stamp duty payable on the instrument of transfer has been paid;
(4) the relevant share certificates and evidence reasonably required by the Board showing
that the transferor has the right to transfer such shares have been provided;

Listing Rules Appendix 3 Paragraph 1 (3)

(5) if the shares are to be transferred to joint holders, the number of such joint holders shall not exceed four (4); and

(6) the Company does not have any lien over the relevant shares.

Alteration or rectification of each part of the register of members shall be made in accordance with the laws of the place where that part of the register of members is maintained.

Mandatory Article 43 Transfers of shares may not be entered in the register of members within thirty Provisions (30) days prior to the date of a shareholders’ general meeting or within five (5) days before the Article 38 record date set by the Company for the purpose of distribution of dividends.

Mandatory Article 44 When the Company intends to convene a shareholders’ general meeting, Provisions distribute dividends, liquidate and engage in other activities that involve determination of Article 39 shareholdings, the Board or the convener of the shareholders’ general meeting shall decide on a date as the record date for the determination of rights attaching to shares in the Company. Guidelines Article 31 Shareholders whose names appear in the register of members at the end of the record date are considered shareholders of the Company who are entitled to relevant rights.

Article 45 Any person who objects to the register of members and requests to have his name Mandatory Provisions entered in or removed from the register of members may apply to a competent court for Article 40 rectification of the register.

If the Company refuses to register the transfer of shares, it shall provide a notice of refusal of such transfer of shares to the transferor and the transferee within two (2) months from the date of the formal application of such transfer is submitted.

Article 46 Any shareholder who is registered in, or any person who requests to have his name entered in, the register of members may (if his share certificate (the “original certificate”) is lost) apply to the Company for a replacement share certificate in respect of such shares (the “relevant shares”).

Mandatory Provisions Article 41

If a holder of the domestic shares loses his share certificate and applies for replacement, it shall be dealt with in accordance with the provisions of Article 144 of the Company Law.

If a holder of overseas-listed foreign shares loses his share certificate and applies for replacement, it may be dealt with in accordance with the relevant laws, the rules of the stock exchange and other relevant regulations of the place where the original register of holders of overseas-listed foreign shares is maintained.

The issue of replacement share certificates to holders of overseas-listed foreign shares listed in Hong Kong who have lost their share certificates and applied for replacement shall comply with the following requirements:

(1) The applicant shall submit an application to the Company in prescribed form accompanied by a notarial certificate or statutory declaration, containing the grounds upon which the application is made and the circumstances and evidence of the loss of the share certificates as well as declaring that no other person shall be entitled to request to be registered as the shareholder in respect of the relevant shares.

(2) No statement has been received by the Company from a person other than the applicant for having his name registered as a holder of the relevant shares before the Company came to a decision to issue the replacement share certificate.

(3) The Company shall, if it decides to issue a replacement share certificate to the applicant, make an announcement of its intention to issue the replacement share certificate in such newspapers designated by the Board. The announcement shall be made at least once every thirty (30) days in a period of ninety (90) days. The newspapers designated by the Board shall be at least one Chinese newspaper and one English newspaper published in Hong Kong.

Listing Rules Appendix 3 Paragraph 7 (1)

(4) The Company shall have, prior to the publication of its announcement of intention to issue a replacement certificate, delivered to the stock exchange on which its shares are listed a copy of the announcement to be published. The Company may publish the announcement upon receiving a confirmation from such stock exchange that the announcement has been exhibited at the premises of the stock exchange. The announcement shall be exhibited at the premises of the stock exchange for a period of ninety (90) days.

In case an application to issue a replacement certificate has been made without the consent of the registered holder of the relevant shares, the Company shall send by post to such registered shareholder a copy of the announcement to be published.

(5) If, upon expiration of the 90-day period referred to in items (3) and (4) of this Article, the Company has not received from any person any objection to such application, the Company may issue a replacement share certificate to the applicant according to his application.

(6) Where the Company issues a replacement certificate under this Article, it shall forthwith cancel the original certificate and enter the cancellation and issue in the register of members accordingly.

(7) All expenses relating to the cancellation of an original certificate and the issue of a replacement share certificate by the Company shall be borne by the applicant. The Company may refuse to take any action until a reasonable guarantee is provided by the applicant for such

expenses.

Article 47 Where the Company issues a replacement certificate pursuant to the Articles of Mandatory Provisions Association, the name of a bona fide purchaser who obtains the aforementioned new share Article 42 certificate or a shareholder who thereafter registers as the owner of such shares (in the case that he is a bona fide purchaser) shall not be removed from the register of members.

Article 48 The Company shall not be liable for any damages sustained by any person by reason of the cancellation of the original certificate or the issuance of the replacement certificate, unless the claimant proves that the Company had acted fraudulently.

Mandatory Provisions Article 43

The joint holders of any shares shall jointly or severally assume the liability to pay for all amounts payable for the relevant shares. For joint holding of any shares, if one of the joint shareholders is deceased, only the other surviving joint shareholders shall be deemed as the persons who have the ownership of the relevant shares. But the Board has the power to require them to provide a certificate of death of the relevant shareholder as necessary for the purpose of modifying the relevant register of members. In respect of any of the joint holders of the shares, only the joint shareholder ranking first in the register of members have the right to accept certificates of the relevant shares from the Company, receive notices of the Company, attend and vote at shareholders’ general meetings of the Company. Any notice which is delivered to the aforesaid shareholder shall be deemed to have been delivered to all the joint shareholders of the relevant shares.

【 Chapter Name 】 CHAPTER 7 SHAREHOLDERS’ RIGHTS AND OBLIGATIONS

Article 49 A shareholder of the Company is a person who lawfully holds shares of the Company and whose name is entered in the register of members.

Mandatory Provisions Article 44

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

Where a shareholder of the Company is a legal person, his right shall be exercisable by a legal representative or a proxy of such legal representative or (if the shareholder is a recognized clearing house (hereinafter referred to as the “Recognized Clearing House”) or other persons designated by him) a representative of the Recognized Clearing House or an appointer on his behalf.

The Company may not exercise any power to freeze or infringe in any other way the rights carried by any share held by any person who enjoys interests directly or indirectly merely for the reason that he has not disclosed his interests to the Company.

Article 50 The ordinary shareholders of the Company shall be entitled to the following rights:

Mandatory Provisions Article 45

(1) the right to dividends and other forms of distribution in proportion to the number of shares held;

Guidelines Article 32

(2) the right to propose, convene and preside over, to attend or appoint a proxy to attend Listing Rules shareholders’ general meetings and to exercise the corresponding voting right in accordance with Appendix 3 Paragraph 9 laws;
(3) the right to supervise and manage the business activities of the Company and to put forward proposals and raise inquiries;
(4) the right to transfer, donate, or pledge shares held by them in accordance with the laws, administrative regulations and provisions of the Articles of Association;
(5) the right to obtain relevant information in accordance with the provisions of the Articles of Association, including:
to obtain a copy of the Articles of Association, subject to payment of the cost of such copy;
to inspect and copy, subject to payment of a reasonable charge:
(i) all parts of the register of members;
(ii) personal particulars of each of the Company’s Directors, supervisors, chief executive officer and other senior management including:
- (a) present name and alias and any former name and alias;
- (b) principal address (domicile);
- (c) nationality;
- (d) primary and all other part-time occupations;
- (e) identification document and its number;
(iii) report on the state of the Company’s share capital;
(iv) reports showing the aggregate par value, quantity, maximum and minimum price paid in respect of each class of shares repurchased by the Company since the end of the last accounting year and the aggregate costs paid by the Company for this purpose;
(v) minutes of shareholders’ general meetings;
(vi) corporate bond counterfoils, resolutions of Board meetings, Supervisory Committee meetings and financial reports.

(6) in the event of the termination or liquidation of the Company, to participate in the distribution of remaining assets of the Company in accordance with the number of shares held;

(7) with respect to shareholders who vote against any resolution adopted at the shareholders’ general meeting on the merger or division of the Company, the right to demand the Company to acquire the shares held by them;

(8) as stipulated under the Company Law or other laws, administrative regulations or departmental rules, in the event that any act has prejudiced the Company's interests or infringed the legitimate interest of a shareholder, the right to make claims to the People’s Court to enforce relevant rights;

(9) other rights conferred by laws, administrative regulations and the Articles of Association.

Shareholders demanding inspection of the relevant information or copies of the materials mentioned in the preceding provision shall provide to the Company written documents evidencing the class and number of shares of the Company they hold. Upon verification of the shareholder’s identity, the Company shall provide such information at the shareholder’s request.

Article 51 Where the Company incurs losses as a result of Directors’ and senior management’s violation of the laws, administrative regulations or the Articles of Association in the course of performing their duties with the Company, shareholders individually or jointly

holding 1% or more of the Company’s shares for more than 180 consecutive days shall be entitled to request in writing the Supervisory Committee to initiate proceedings in the People’s Court. Where the Company incurs losses as a result of the Supervisory Committee’s violation of any provision of laws, administrative regulations or the Articles of Association in the course of performing its duties with the Company, the shareholders shall be entitled to make a request in writing to the Board to initiate proceedings in the People’s Court.

In the event that the Supervisory Committee or the Board refuses to initiate proceedings after receiving the written request of shareholders stated in the foregoing paragraph, or fails to initiate such proceedings within thirty (30) days from the date on which such request is received, or in case of emergency where failure to initiate such proceedings immediately will result in irreparable damage to the Company’s interests, shareholders described in the preceding paragraph shall have the right to initiate proceedings in the People’s Court directly in their own names in the interest of the Company.

Shareholders described in the first paragraph of this Article may also initiate proceedings in accordance with the preceding two paragraphs in the event that the Company inurs losses as a result of the lawful interests of the Company being infringed upon by any third parties.

Shareholders may initiate proceedings in the People’s Court in the event that a director or a senior management has violated the laws, administrative regulations or the Articles of Association, thereby infringing the interests of shareholders.

Article 52 The ordinary shareholders of the Company shall assume the following obligations:

Mandatory Provisions Article 46

(1) To abide by laws, administrative regulations and the Articles of Association.

(2) To pay subscription monies according to the number of shares subscribed and the method of subscription.

(3) Not to surrender the shares unless required by the laws and regulations.

(4) Not to abuse their shareholders’ rights to harm the interests of the Company or other shareholders; and not to abuse the independent legal person status of the Company and the limited liability of shareholders to harm the interests of any creditor of the Company.

Guidelines Article 37

Shareholders of the Company who abuse their shareholders’ rights and thereby causing loss on the Company or other shareholders shall be liable for indemnity according to the law.

Where shareholders of the Company abuse the Company’s position as an independent legal person and the limited liability of shareholders for the purposes of evading repayment of debts, thereby materially impairing the interests of the creditors of the Company, such shareholders shall be jointly and severally liable for the debts owed by the Company.

(5) To assume losses and liabilities of the Company in the proportion of the shares they held and limited to the shares subscribed;

(6) protect the Company’s interests on their own accord；

(7) other obligations imposed by laws, administrative regulations and the Articles of Association.

Shareholders are not liable to make any further contribution to the share capital other than as agreed by the subscribers of the relevant shares on subscription.

Article 53 Where a shareholder holding 5% or more voting shares of the Company pledges any shares in his possession, he shall report the same to the Company in writing on the day on which he pledges his shares.

Guidelines Article 38

Article 54 The controlling shareholder and the de facto controller of the Company shall not Guidelines Article 39

use their connected relationship to act in detriment to the interests of the Company. If they have violated the provision and caused damage to the Company, they shall be liable for such damages.

The controlling shareholder and the de facto controller of the Company shall have fiduciary duties towards the Company and its public shareholders. The controlling shareholder shall exercise its rights as a contributor in strict compliance with the law. The controlling shareholder shall not do harm to the lawful interests of the Company and its public shareholders through profit distribution, asset restructuring, foreign investment, appropriation of capital, offering loan guarantees and shall not make use of its controlling status against the interests of the Company and public shareholders.

Article 55 In addition to obligations imposed by laws, administrative regulations or required by the listing rules of the stock exchange on which shares of the Company are listed, a controlling shareholder shall not exercise his voting rights in respect of the following matters in a manner prejudicial to the interests of all or some of the shareholders of the Company:

Mandatory Provisions Article 47

(1) to relieve a Director or supervisor of his duty to act honestly in the best interests of the Company;

(2) to approve the expropriation by a Director or supervisor (for his own benefit or for the benefit of other person(s)), in any manner, of the Company’s assets, including (without limitation) opportunities beneficial to the Company;

(3) to approve the expropriation by a Director or supervisor (for his own benefit or for the benefit of other person(s)) of the individual rights of other shareholders, including (without limitation) rights to distributions and voting rights save for a restructuring of the Company submitted to the general meeting of shareholders for approval in accordance with the Articles of Association.

Article 56 The term “controlling shareholder” referred to in the Articles of Association means a person who satisfies any one of the following conditions:

Mandatory Provisions Article 48

(1) a person who, acting alone or in concert with others, has the power to elect more than half of the Board members;

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

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

(4) a person who, acting alone or in concert with others, has de facto control of the Company in any other way.

【 Chapter Name 】 CHAPTER 8 SHAREHOLDERS’ GENERAL MEETINGS

Article 57 The shareholders’ general meeting is the organ of authority of the Company and shall exercise its functions and powers in accordance with the law.

Article 58 The shareholders’ general meeting may exercise the following functions and powers:

Mandatory Provisions Article 49 Mandatory Provisions Article 50

(1) to decide on the operating policies and investment plans of the Company;
(2) to elect and replace Directors and decide on matters relating to the remuneration of Directors;
(3) to elect and replace the supervisors who are not representatives of the staff and decide on matters relating to the remuneration of supervisors;
(4) to examine and approve reports of the Board;
(5) to examine and approve reports of the Supervisory Committee;
(6) to examine and approve the Company's proposed annual preliminary financial budgets and final accounts;
(7) to examine and approve the Company's profit distribution plans and plans for making up losses;
(8) to decide on increases or reductions in the Company's registered capital;
(9) to decide on matters such as merger, division, dissolution and liquidation of the Company or alteration of corporate form;
(10) to decide on the issue of bonds by the Company;
(11) to adopt resolutions on the Company’s appointments, dismissals or non-reappointments of accounting firms;
(12) to amend the Articles of Association;
(13) to examine the proposals submitted by shareholders holding not less than 3% (inclusive) of the Company’s voting shares;
Guidelines Article 53
(14) to examine matters relating to the purchases and disposals of the Company’s material assets within one year, which exceed 30% of the Company’s latest audited total assets;
(15) to examine and approve the provision of external guarantees required by laws, administrative regulations and under Article 59 of the Articles of Association to be resolved by general meeting of shareholders;
(16) to examine and approve matters relating to changes in the use of funds raised;
(17) to examine the Company’s share incentive schemes;
(18) to decide on other matters required by laws, administrative regulations, departmental rules and the Articles of Association to be resolved by general meeting of shareholders.

The aforesaid functions and powers of the general meeting of shareholders shall not be exercised by the Board or other institutions and individuals by means of authorization.

Article 59 Any external guarantees provided to third parties shall be approved by the Board or subject to approval by the general meeting of shareholders. The Company shall not provide guarantees to those third parties without the approval of the Board or by the general meeting of shareholders. The following guarantees provided to third parties by the Company are subject to review and approval by the general meeting of shareholders:

Guidelines Article 41

(1) any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlled subsidiaries has reached or exceeded 50% of the Company’s latest audited net assets;

(2) any guarantee provided after the total amount of guarantee to third parties provided by the Company has reached or exceeded 30% of the Company’s latest audited total assets;

(3) a guarantee to be provided to a party which has an asset-liability ratio in excess of 70%;

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

(5) the guarantee to be provided in favour of shareholders, de facto controllers and their related parties.

Where the general meeting is considering a resolution on guarantees to be provided to shareholders, de facto controllers and its related parties, such shareholders, or shareholders under the control of such de facto controllers, shall abstain from voting. Such resolution is subject to the approval of more than half of the voting rights held by the other shareholders present at the meeting. The preceding item (2) shall be approved by vote representing not less than two-thirds of the voting rights represented by the shareholders (including proxies) present at the meeting in favour of it in order for it to be passed. Guarantee provided to third parties shall be approved and resolved by more than two-thirds of the Directors present at the Board meeting and passed by more than two-thirds of all Independent Directors.

Guidelines Article 37- SME Board Protecting Investors’ Interest

Any Director, president and other senior management who violates any of the laws, administrative regulations or the Articles of Association relating to the approval and requirements of the meeting procedures in relation to external guarantees and causes losses to the Company shall be liable for compensation to any loss caused to the Company. The Company shall initiate proceedings in accordance with the laws.

Where there are special provisions otherwise prescribed by the securities regulatory authorities under the State Council and the stock exchange(s) on which the shares of the Company are listed as to external guarantees, the preceding provisions of the Articles of Association shall not be applied, the more stringent provisions prescribed by the securities regulatory authorities under the State Council and the stock exchange(s) on which the shares of the Company are listed shall be applicable.

Article 60 For matters to be decided at shareholders’ general meeting as prescribed by the laws, administrative regulations and the Articles of Association, such matters have to be considered at the shareholders’ general meeting so as to ensure that the shareholders of the Company have the right to decide over those matters. When it is deemed necessary and reasonable, in relation to resolutions that have been made but their relevant specific matters cannot be decided upon during the shareholders’ general meeting, the shareholders’ general meeting may authorize the Board of Directors to decide upon such matters within the scope of authorization of the shareholders’ general meeting.

Code of Corporate Governance Article 7

Shareholders’ general meeting authorizing power to the Board, where adopting an ordinary resolution, votes representing more than one-half of the voting rights represented by the shareholders (including proxies) present at the meeting must be exercised in favour of the resolution in order for it to be passed. To adopt a special resolution, votes representing more than two-thirds of the voting rights represented by the shareholders (including proxies) present at the meeting must be exercised in favour of the resolution in order for it to be passed. The content of the authorization shall be clear and specific.

Company Law Article 104

Article 61 Except for the cumulative voting system, all resolutions proposed at the shareholders’ general meeting shall be voted one by one, and for different motions on the same matter, voting will be conducted according to the time sequence these motions are put forward. Other than special reasons such as force majeure which results in the interruption of the meeting or makes it impossible to come to resolution, the shareholders’ general meeting shall not postpone the motions and shall vote on them.

Article 62 Except for special circumstances such as the Company being in a crisis, without approval by special resolution at the shareholders’ general meeting, the Company shall not conclude a contract with people other than the Directors, supervisors, president and other senior management to delegate management of all or the Company’s important operation to such people.

Mandatory Provisions Article 51

Article 63 General meetings of shareholders include annual general meetings of shareholders and extraordinary general meetings of shareholders. A general meeting of shareholders shall be convened by the Board. The annual general meeting of shareholders shall be held once every year within six months after the end of the previous accounting year. The general meeting shall have a venue and be held on-site. The Company may, while assuring legality and effectiveness of the shareholders’ general meeting, through different methods and channels, including methods deploying modern information technology such as the internet voting platform, that provide convenience to shareholders attending the shareholders’ general meeting. A shareholder who participates in a general meeting in the aforesaid manners shall be deemed to have been present at the meeting.

Mandatory Provisions Article 52 Guidelines Article 44

Any of the following matters considered at the general meeting shall be arranged through such ways as the trading system of the stock exchange and the online voting system for the convenience of small to medium-sized investors attending the general meeting:

(1) Material asset restructuring of the Company, where the total price of the assets purchased represents a premium of 20% or above over the audited net carrying amount of the assets purchased;

Guidelines Article 25 - SME Board Protecting Investors’ Interest

(2) The material assets purchased or sold or amount guaranteed by the Company in a year is higher than 30% of the latest audited total assets of the Company;

(3) Repayment of debts due to the Company by shareholders with the equity or assets in kind of the Company they hold;

(4) Public listing of a subsidiary that has significant influence over the Company;

(5) Relevant matters that have a significant impact on the interest of small to medium investors.

The Board shall hold an extraordinary general meeting of shareholders within two (2) months upon the occurrence of one of the following circumstances:

(1) the number of Directors is less than the number required by the Company Law or less than two-thirds of the number required by the Articles of Association (which means less than five (5));

Guidelines Article 43

(2) the uncovered losses are in excess of one-third of the Company’s total share capital;

(3) shareholders individually or jointly holding not less than 10% (inclusive) of the Company’s issued shares with voting rights request in writing to hold an extraordinary general meeting;

(4) the Board considers it necessary or the Supervisory Committee proposes to hold such a meeting;

(5) such other circumstances as provided for by laws and regulations, departmental rules, rules of the stock exchange(s) where the Company’s shares are listed on or the Articles of Association.

The amount of shareholdings referred to the preceding item (3) above shall be calculated as at the date of written request made by the shareholders.

Mandatory Article 64 When the Company convenes a shareholders’ general meeting, it shall issue a Provisions written notice and make announcement forty-five (45) days prior to the meeting informing all the Article 53 registered shareholders of the matters to be examined at the meeting as well as the date and place Guidelines of the meeting. Shareholders that intend to attend the shareholders’ general meeting shall, within Article 54 twenty (20) days prior to the meeting, deliver a written reply to the Company on meeting attendance.

Regarding the calculation of the notice period, the date of the meeting and the date of which the notice is given shall not be included.

For the purpose of the notice to be issued under this Article, the issuance date thereof shall be the date on which the Company or the share registrars appointed by the Company has delivered the notice to the post office for posting.

Article 65 The Board, the Supervisory Committee, and shareholders individually or jointly holding not less than 3% of the Company’s shares shall have the right to submit proposals to the Company at the general meeting of shareholders to be held by the Company.

Guidelines Article 53

Shareholders individually or jointly holding not less than 3% of the Company’s shares may submit an extempore proposal to the convener in writing ten (10) days prior to date of the meeting. The convener shall dispatch a supplementary notice of the general meeting and announce the contents of such extempore proposal within two (2) days upon receipt of the proposal.

Unless otherwise required by the preceding paragraph, the convener shall not amend the proposals listed in the aforesaid notice or add any new proposals subsequent to the dispatch of a notice of the general meeting.

Article 66 The general meeting shall not vote and adopt a resolution on any proposal that is not listed in the notice as stipulated under Article 64 of the Articles of Association or that is inconsistent with Article 65 of the Articles of Association.

Article 67 Motions at a general meeting refer to specific motions regarding issues which shall be discussed at the general meeting. Motions at a general meeting shall meet the following requirements:

Guidelines Articles 52

(1) The contents shall comply with provisions of the laws, administrative regulations and the Articles of Association and shall fall within the scope of business of the Company and terms of reference of a general meeting;

(2) The motions shall cover specific topics for discussion and specific issues to be resolved;

and

(3) The motions shall be served or submitted to the convener in writing.

Article 68 The Company shall, based on the written replies received twenty (20) days before the date of the shareholders’ general meeting from the shareholders, calculate the number of voting shares represented by shareholders who intend to attend the meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting reaches not less than one-half of the Company’s total voting shares, the Company may hold the meeting. If not, the Company shall within five (5) days notify the shareholders again by public notice of the matters to be considered, the place and the date of the meeting. The Company may then hold the meeting after publication of such notice.

Mandatory Provisions Article 55

Mandatory Provisions Article 56

Article 69 A notice of the general meeting shall meet the following requirements:

(1) be in writing;
(2) specify the place, date and time of the meeting;
(3) state the matters to be discussed at the meeting;

(4) provide such information and explanation as required by the relevant rules of the stock exchange(s) on which the Company’s shares are listed and as are necessary for the shareholders to make an informed decision on the proposals put before them. Without limiting the generality of the foregoing, where a proposal is made to amalgamate the Company with another, to repurchase the shares of the Company, to reorganize its share capital, or to restructure the Company in any

other way, the terms of the proposed transaction must be provided in detail together with copies of the proposed contract, if any, and the cause and effect of such proposal must be properly explained;

(5) contain a disclosure of the nature and extent, if any, of the material interests of any Director, supervisor, president and other senior management in the proposed transaction and the effect which the proposed transaction will have on them in their capacity as shareholders in so far as it is different from the effect on the interests of shareholders of the same class;

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

(7) contain a conspicuous statement that all shareholders are entitled to attend a general meeting and a shareholder entitled to attend and vote at such meeting is entitled to appoint one or more proxies to attend and vote at such meeting on his behalf and that a proxy does not need not be a shareholder of the Company;

(8) specify the time and place for lodging proxy forms for the relevant meeting.

(9) the date of registration of equity entitlements for shareholders having the right to attend the general meeting;

(10) the names and contact telephone numbers of the contact persons in connection with the meeting;

Where the elections of Directors and supervisors are to be discussed, a notice of the general meeting of shareholders shall fully disclose the particulars of the candidates for Directors and supervisors and shall at least include the following contents:

(1) personal particulars such as educational background, working experience and part-time jobs;

(2) whether or not the candidate has any connected relationship with the Company or its controlling shareholders and de facto controllers;

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

(4) whether or not the candidate has been subject to penalties by the securities regulatory authorities under the State Council and other relevant authorities as well as sanctions by any stock exchange;

(5) according to the required information of stock exchange(s) on which the shares of the Company are listed.

Save for the elections of Directors and supervisors held by adopting cumulative voting system, each candidate for a Director or supervisor shall be proposed by way of single proposal.

Article 70 Notice of shareholders’ general meetings to be delivered to shareholders of overseas-listed foreign shares shall be served on each shareholder (whether or not such shareholder is entitled to vote at the meeting) by personal delivery or prepaid mail to the address of the shareholder as shown in the register of members.

Mandatory Provisions Article 57

For the holders of domestic shares, notice of the meetings may be issued by way of public announcement.

The term “public announcement” referred to in the preceding paragraph shall be published in one (1) or more national newspapers designated by securities regulatory authorities under the State Council within the interval of forty-five (45) days to fifty (50) days before the date of the meeting. After the publication of such announcement, the holders of domestic shares shall be deemed to have received the notice of the relevant shareholders' general meeting.

Listing Rules Appendix 3 Paragraph 7 (1)

Subsequent to the dispatch of a notice of the general meeting, the general meeting shall not be postponed or cancelled without proper reasons, and the proposals set out in the notice of the general meeting shall not be withdrawn. Once the meeting is postponed or cancelled, the convener shall make an announcement and give reasons thereof at least two (2) working days prior to the original date of the meeting.

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

Article 71 The Board of the Company and other conveners shall take necessary measures to safeguard the proper order of the general meeting. The Board shall take measures to stop and report in a timely manner to the relevant departments for investigation into any acts of disturbing the general meeting, stirring up fights and causing troubles, or infringing upon shareholders’ legal rights and interests.

Mandatory Provisions Article 58

Article 72 Any shareholder entitled to attend and vote at the general meeting shall have the right to appoint one (1) or several persons (who may not be shareholders) to act as his proxy to attend, speak and vote at the meeting on his behalf. The proxy so appointed by the shareholder may, pursuant to the instructions of the shareholder, exercise the following rights:

Mandatory Provisions Article 59

(1) the right of the shareholder to speak at the meeting;
(2) the right of the shareholder to vote at the meeting.

Mandatory Provisions Article 60 Listing Rules Appendix 3Paragraphs11(1) and 11(2)

Article 73 The instrument appointing a proxy must be in writing under the hand of the shareholder or his attorney duly authorized in writing; for a corporate shareholder, the proxy must be affixed with the common seal or signed by the chairman of the Board or attorney duly authorized in writing.

The authorization letter issued by shareholders to authorize other persons to attend the general meeting shall clearly state the followings:

(1) The name of the proxies;
(2) Whether the proxies have the right to vote;
(3) Instructions to vote for, against or abstain from voting on each of the items in the agenda of the meeting;
(4) The signing date and the effective period of the authorization letter;
(5) Signature (or seal) of the shareholders who appoint the proxies. For authorization letters from corporate shareholders, the seal of the corporate entity shall be affixed.

Individual shareholders attending the meeting in person shall present their personal identity cards or other valid documents or stock account card for identification. Proxies attending the meeting shall present their personal identity cards and the authorization letters from the shareholder.

Corporate shareholders shall be represented by its legal representative or proxies authorized by the legal representative. Legal representatives attending the meeting shall present their personal identity cards or valid documents that can prove its identity as the legal representative. Proxies authorized to attend the meeting shall present their personal identity cards or the authorization letter legally issued by the corporate shareholder.

A registration book for attending the general meeting shall be prepared by the Company. The registration book shall set forth the names of attendees (or the attending units), their identity card numbers, residential address, number of voting shares held or represented, and name of the appointer (or the appointing unit), etc.

The convener and the lawyers engaged by the Company shall jointly verify the validity of the shareholders’ qualifications based on the register of members provided by the securities registration and clearing authority, and shall register the names of the shareholders as well as the number of their voting shares. The registration for a meeting shall end before the chairman of the

meeting announces the number of shareholders and proxies attending the meeting in person and the total number of their voting shares held.

Article 74 Proxy forms shall be lodged at the domicile of the Company or other places specified in the notice of meeting 24 hours before the relevant meeting for voting according to the proxy form, or 24 hours before the designated time of voting. Where the proxy form is signed by a person under a power of attorney on behalf of the appointer, the power of attorney or other authorization documents authorized to be signed shall be notarized. A notarially certified copy of that power of attorney or other authorization documents, together with the proxy form, shall be deposited at the domicile of the Company or other places specified in the notice of meeting.

Mandatory Provisions Article 61

Where the appointer is a legal person, its legal representative or other persons authorized by the resolutions of the board or other decision-making organ to act as its representatives may attend the general meeting of the Company as a representative of the appointer.

If the said shareholder is a recognized clearing house, the shareholder may authorize one (1) or more suitable person to act as its representative at any shareholders’ general meeting or at any class meeting; however, if more than one (1) person are authorized, the power of attorney shall clearly indicate the number and class of shares involved by way of the said authorization. The persons after such authorization may represent the recognized clearing house to exercise the rights, as if they were individual shareholders of the Company.

Article 75 Any form issued to a shareholder by the Board for use by him for appointing a proxy shall allow the shareholder to freely instruct the proxy to cast vote in favour of or against each resolution dealing with the businesses to be transacted at the meeting. Such letter of authorization shall contain a statement that in the absence of instructions by the shareholder, his proxy may vote as he thinks fit.

Mandatory Provisions Article 62

Article 76 Where the appointer has deceased, incapacitated to act, withdrawn the appointment or the power of attorney, or where the relevant shares have been transferred prior to the voting, a vote given by the proxy in accordance with the letter of authorization shall remain valid provided that no written notice of such event has been received by the Company prior to the commencement of the relevant meeting.

Mandatory Provisions Article 63

Article 77 When the shareholders’ general meeting resolves on connected transaction of the Company, the connected shareholders shall refrain from voting and the number of voting shares that they represent may not be counted as part of the total number of valid voting shares. A public announcement of the shareholders’ general meeting shall fully disclose the voting of non-connected shareholders.

The aforesaid “connected shareholders” refer to shareholders in the following circumstances: connected parties or non-connected parties but persons or associates (defined in relevant listing rules) with material interests in the to-be-voted transactions in accordance with the listing rules prevailing or amended from time to time.

Article 78 The resolutions of the general meeting shall be classified as ordinary resolutions and special resolutions.

Mandatory Provisions Article 64

Ordinary resolutions put forward in the general meeting shall be adopted by a simple majority of shareholders (including their proxies) with voting rights attending the meeting.

Special resolutions put forward in the General Meeting shall be adopted by not less than two-thirds of the shareholders (including their proxies) with voting rights attending the meeting.

Article 79 A shareholder (including proxy) when voting at a shareholders’ general meeting

Mandatory Provisions Article 65

Listing Rules

may exercise voting rights in accordance with the number of shares carrying the right to vote, unless otherwise regarding the provision of adopting the use of cumulative voting system in respect of the Directors and supervisors under Articles 83 hereof, each share shall have one vote. During the process of voting, any special privilege or restriction on the voting rights then attaching to any class of shares shall be complied with, as well as the requirements of the relevant applicable laws, regulations and the Articles of Association. If in complying with the “Rules Governing the Listing of Securities of The Hong Kong Stock Exchange Limited”(hereinafter referred to as “Hong Kong Listing Requirements”) or the listing rules of other stock exchange(s) on which the shares of the Company are listed, any of its schedules or any listing agreements, other contractual agreements entered into based on the above documents and decisions of The Hong Kong Stock Exchange Limited or other stock exchange(s) on which the shares of the Company are listed, any shareholder is not allowed to exercise his voting rights in respect of any voting, or is under any restriction in respect of the exercise of voting rights, while he has not complied with the relevant requirements, the voting right as exercised by such shareholder shall be deemed as invalid and shall not be accounted.

The shares held by the Company have no voting rights, and that part of the shareholding is not counted as the total number of shares with voting rights held by shareholders attending the meeting.

Guidelines Article 78

The Board, Independent Directors and shareholders who are qualified under the relevant conditions may collect from other shareholders the rights to vote. The collection of voting rights from other shareholders of the Company shall be effected in accordance with the provisions of the relevant regulatory bodies and the stock exchange(s) on which the shares of the Company are listed.

Article 80 Voting in shareholders’ general meeting shall be carried out by open ballot. Before the shareholders’ general meeting votes on resolutions, it shall nominate 2 shareholder representatives to count the votes and scrutinize the voting. If a shareholder has conflict of interests in the matter to be discussed, the relevant shareholder and his proxy cannot participate in vote counting or scrutinize the voting.

Mandatory Provisions Article 66

When a shareholders’ general meeting vote on resolutions, the counting of votes and scrutinizing of voting shall be conducted together by lawyers, shareholder representatives and supervisor representatives. The voting results shall be announced during the meeting. The voting results shall be contained in the minutes of meeting.

A shareholder of the Company or its proxy, who uses the internet or other voting methods, is entitled to verify his voting results through relevant voting system.

The conclusion of the shareholders’ general meeting on-site cannot be earlier than voting by internet or other methods. The conductor of the meeting shall announce the voting circumstances and results of each resolution. He shall also announce whether the resolutions have been passed according to the voting results.

Before the voting results are officially announced, the companies, counting officers, scrutinizers, major shareholders, the internet service provider and all relevant parties in relation to voting on-site, by internet or otherwise have the duty to keep confidential the voting results.

The same voting rights can only be exercised either through on-site voting, online voting or other means of voting. Should there be repeated voting by the same voting right, the first vote cast shall be taken.

Shareholders attending the shareholders’ general meeting shall present one of the following views during the voting of a resolution: consent, objection or abstention.

A voting ticket that is incomplete, wrongly completed, illegible, or not yet cast, will be treated as the voter giving up his voting rights. The votes represented by his shares will be treated as “abstention”.

Article 81 A poll demanded on such matters as the election of chairman or the adjournment of the meeting, shall be taken forthwith. A poll demanded on any other matters shall be taken at such time as the chairman may decide, and the meeting may proceed to discuss other matters, while the results of the poll shall still be deemed to be a resolution of that meeting.

Article 81 A poll demanded on such matters as the election of chairman or the adjournment Mandatory Provisions of the meeting, shall be taken forthwith. A poll demanded on any other matters shall be taken at Article 67 such time as the chairman may decide, and the meeting may proceed to discuss other matters, while the results of the poll shall still be deemed to be a resolution of that meeting. Article 82 On a poll taken at a meeting, a shareholder (including proxy) entitled to two or Mandatory Provisions more votes need not cast all his votes in the same way. Article 68 Article 83 During the election of Directors, supervisors in the shareholders’ general meeting, Guidelines Article 82 if there are more than two candidates, each share held by a shareholder (including its proxy(ies)) shall have the same voting rights as the number of candidates to be elected. He may cast all his votes on one single candidate or spread his votes on different candidates, but have to make explanations on the distribution of voting rights.

Article 84 When the number of votes for and against a resolution is equal, the chairman of Mandatory Provisions the meeting shall be entitled to one additional vote. Article 69 Article 85 The following resolutions shall be adopted as ordinary resolutions at a general Mandatory Provisions meeting: Article 70

(1) working reports of the Board and the Supervisory Committee;

(2) profit distribution proposals and plans for making up losses formulated by the Board;

(3) the removal of members of the Board and the Supervisory Committee including Listing Rules Directors who also hold positions in the Company as president and other management functions Appendix 3 and their remuneration and payment methods; Paragraph 4(3)

(4) annual financial budgets, final accounts, balance sheets and profit and loss accounts and other financial statements of the Company;

(5) annual report of the Company;

(6) other matters unless otherwise required to be adopted as special resolutions in accordance with the laws and administrative regulations, departmental rules or required by the stock exchanges on which the Company’s shares are listed and the Articles of Association.

Article 86 The following resolutions shall be adopted as special resolutions at a general Mandatory Provisions meeting: Article 71

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

(2) issuance of debentures of the Company;

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

(4) amendment of the Articles of Association;

(5) purchase or disposal of material assets or any guarantee made within a year, and the amount of which exceeds 30% of the latest audited total assets of the Company;

Guidelines Article 77

(6)share incentive scheme;

(7) any other matters required by the laws, administrative regulations, or the Articles of Association and considered at the shareholders’ general meeting, by way of an ordinary resolution, to have a substantial impact on the Company and require approval by special resolution;

(8) other matters required by the regulations of the stock exchanges on which the Company’s shares are listed and other regulatory documents.

Article 87 When the Independent Directors, the Supervisory Committee or shareholder(s) individually or jointly holding 10% or more of the shares of the Company request the convening of an extraordinary general meeting or any class meeting, the following procedures shall be followed:

Mandatory Provisions Article 72

Guidelines (1) Two or more shareholders individually or together holding more than 10% (inclusive) or Articles 46-51 more of the shares carrying the right to vote at such proposed meeting can request the Board to convene a class meeting by signing one or several copies of written request(s) in the same form and content requesting the Board to convene extraordinary general meeting or class meeting, and stating the motions and resolutions proposed. The Board shall reply in written form regarding the acceptance or refusal to convene an extraordinary general meeting within ten (10) days upon receiving the aforesaid written request.

Independent Directors have the right to propose the Board to convene extraordinary general meetings and such proposal shall be made by way of written request(s). The Board shall reply in writing regarding the acceptance or refusal to convene an extraordinary general meeting within ten (10) days upon receiving the request in accordance with the requirements of the laws, administrative regulations and the Articles of Association.

The Supervisory Committee has the right to propose the Board to convene extraordinary general meetings and such proposal shall be made by way of written request(s). The Board shall reply in writing regarding the acceptance or refusal to convene an extraordinary general meeting within ten (10) days upon receiving the proposal in accordance with the requirements of the laws, administrative regulations and the Articles of Association.

(2) If the Board agrees to convene extraordinary general meeting, notice convening the meeting shall be issued within five (5) days after the Board resolved to do so. If the Board makes alterations to the original proposal in the notice, consent has to be obtained from the proposer.

(3) If the Board does not agree to convene the extraordinary general meeting requested by Independent Director, reasons shall be explained and announced.

(4) If the Board does not agree to convene the extraordinary general meeting requested by the Supervisory Committee or does not reply within ten (10) days upon receiving the request, the Board will be considered as unable or refused to fulfill the obligation to convene general meetings and the Supervisory Committee may convene and preside over the meeting on its own, and the procedures for convening such meeting shall follow the procedures of the shareholders’ general meeting convened by the Board as much as possible.

(5) If the Board does not agree to convene an extraordinary general meeting requested by shareholders, shareholders have the right to request the Supervisory Committee to convene the extraordinary general meeting in writing.

If the Supervisory Committee agrees to convene the extraordinary general meeting, notice convening the extraordinary general meeting shall be issued within five (5) days upon receiving the request. Should there be alterations to the original requests in the notice, consent has to be obtained from the related shareholders.

If the Supervisory Committee does not issue notice of the general meeting within the required period, it will be considered as not going to convene and preside over the general meeting, and shareholders individually or jointly holding over 10% of the shares of the Company for ninety (90) consecutive days have the right to convene and preside over the meeting on their own (Before issuing an announcement of resolutions of shareholders’ general meeting, the convening shareholders shall have a shareholding of no less than 10%.). The procedures for convening such meeting shall follow the procedures of the shareholders’ general meeting convened by the Board as much as possible. Upon issuance of the notice of shareholders’ general meeting and announcement of resolutions of shareholders’ general meeting, the convening shareholders shall submit relevant proof to the local office of the securities regulatory authority under the State Council and the stock exchange of the place of domicile of the Company.

When a shareholders’ general meeting is convened in accordance with the preceding provisions by the Supervisory Committee or by the shareholders, it should inform the Board in writing and shall file the decision with the local office of the securities regulatory authority under the State Council and the stock exchange of the place of domicile of the Company. The Board and the secretary to the Board shall act in concert therewith. The Board shall provide the register of members as on the record date. The Company shall bear all the reasonable expenses thereof, which shall be set-off against sums owed by the Company to the defaulting directors.

Article 88 All Directors, supervisors and the secretary to the Board shall be present at the general meeting, and the president and other senior management shall be in attendance at the meeting.

Mandatory Provisions Article 73 Guidelines Article 67

The Directors, supervisors and senior management shall make response to and give explanation of the inquiries and suggestions made by shareholders at a shareholders’ general meeting.

Article 89 During the annual general meeting of shareholders, the Board and the Supervisory Committee shall respectively give a report on their work in the previous year to the general meeting, and each Independent Director shall also make his duty report correspondingly.

Article 90 Shareholders’ general meetings shall be presided over by the chairman of the Board as the chairman of the meeting. If the chairman cannot or fails to fulfill the duty thereof, the vice chairman shall preside over the meeting as the chairman of the meeting (where the Company has two or more vice Chairmen, one vice chairman shall be elected to convene or preside over the meeting with the approval of not less than half of the Directors); if the vice chairman cannot or fails to fulfill the duty thereof, one Director shall be elected to convene or preside over the meeting as the chairman of the meeting with the approval of not less than half of the Directors.

The general meeting convened by the Supervisory Committee on its own shall be chaired by the chairman of the Supervisory Committee. In the event the chairman of the Supervisory Committee is unable to perform his duties or he does not perform his duties, the vice chairman of the Supervisory Committee shall preside and chair the meeting; if the vice chairman of the Supervisory Committee is unable to perform his duties or he does not perform his duties, a supervisor elected by more than half of the supervisors shall preside and chair the meeting.

When shareholders convene the general meeting on their own, a representative elected by the convener shall preside and chair the meeting.

In convening the general meeting, if the chairman of the meeting has violated any rules of meeting such that it is impossible for the meeting to be carried on, with the consent of shareholders representing more than half of the voting rights present at the meeting, the meeting may elect a person to preside and chair the meeting for the meeting to continue.

Article 91 Prior to voting, the chairman of the general meeting shall announce the number of shareholders and proxies present and the total number of shares with voting rights held by them. The number of shareholders and proxies present and the total number of shares with voting rights held by them shall be that as stated in the registration of the meeting.

Article 92 The rules of procedures for shareholders’ general meetings shall be formulated by the Company, which shall stipulate the procedures for convening the shareholders’ general meeting and voting procedures, including notice, registration, consideration and approval of proposals, voting, vote counting, announcement of voting results, type of resolution of the meeting, minutes of the meeting and signatures thereon, announcement and the principle for the shareholders’ general meeting authorizing power to the Board and the content of the authorization which shall be clear and specific. The rules of procedures of shareholders’ general meetings shall constitute an appendix to the Article of Association, which shall be proposed by the Board and approved at the shareholders’ general meeting.

Article 93 The chairman of the meeting shall determine whether or not a resolution of the shareholders’ general meeting shall be adopted. His decision shall be final and conclusive and shall be announced at the meeting and recorded in the minutes. The Company shall announce the resolution of the shareholders’ general meeting as prescribed by the applicable laws and the rules of the stock exchange in which the shares of the Company are listed.

Mandatory Provisions Article 74

The resolutions of the shareholders’ general meeting shall be announced in a timely manner , and the announcement shall indicate the number of shareholders and proxies that attended the meeting, the total amount of their voting shares and its proportion to the total voting shares of the Company, and the voting method, voting results of each proposal and detailed contents of each resolution. The attendance and voting circumstances of the holders of domestic shares and holders of foreign shares shall be analyzed statistically and announced respectively.

Where a proposal has not been adopted or a resolution of any previous shareholders’ general meeting has been modified in the current shareholders’ general meeting, special explanation shall be given in the announcement on that resolution of the shareholders’ general meeting.

Article 94 Where the proposals on the election of Directors and supervisors have been adopted at the shareholders’ general meeting, the new Directors and supervisors shall be appointed from the date on which the resolution is adopted or the time specified in the relevant resolutions of such meeting.

Article 95 Where the proposals on cash dividends, bonus shares or stock dividends from capital reserves have been passed at the shareholders’ general meeting, the Company shall implement specific plans within two (2) months from the conclusion of the shareholders’ general meeting, or such other shorter time as prescribed by the applicable laws, administrative regulations and departmental rules or the rules of the stock exchange in which the shares are listed.

Article 96 In the event that the chairman of the meeting has any doubt as to the result of a resolution put forward to the vote, he may have the votes counted. In the event that the chairman of the meeting fails to have the votes counted, any shareholder present in person or by proxy who objects to the result announced by the chairman of the meeting may demand that the votes be counted immediately after the declaration of the voting result, the chairman of the meeting shall have the votes counted forthwith.

Mandatory Provisions Article 75

Article 97 The Company shall, in connection with the convening of a shareholders’ general meeting, engage lawyers to issue legal opinions in respect of the following matters and make relevant announcements accordingly:

(1) whether the procedures relating to the convening and the holding of such meeting comply with the laws, administrative regulations and the Articles of Association;

(2) the legality and validity of the qualifications of the attendees and the convener of the meeting;

(3) the legality and validity of the voting procedures and voting results;

(4) legal opinions issued on other related matters as requested by the Company.

Article 98 If a resolution passed at the Company’s general meeting or Board meeting violates the laws or administrative regulations, the shareholders shall have the right to initiate proceeding to the People’s Court to render the same invalid.

If the procedures for convening, or the method of voting at, a shareholders’ general meeting or Board meeting violate the laws, administrative regulations or the Articles of Association, or the contents of a resolution violate the Articles of Association, shareholders shall be entitled to initiate proceeding to the People’s Court to rescind such resolutions within sixty (60) days from the date on which such resolution is adopted.

Article 99 In the event that the votes are counted at the shareholders’ general meeting, the counting results shall be recorded in the minutes of the meeting.

Mandatory Provisions Article 76

Minutes of shareholders’ general meetings shall be recorded by the secretary to the Board and signed by the Directors, supervisors, secretary to the Board, convener and or his representative attending the meeting.

Guidelines Article 73

The minutes shall contain the following items:

(1) the date, place and agenda of the meeting, and the name of the convener;
(2) the name of the chairman of the meeting, and the names of Directors, supervisors, president and other senior management of the Company present or in attendance at the meeting;
(3) the number of shareholders and their proxies attending the meeting, the total number of voting shares they represent and the percentage of the total number of shares of the Company they represent;
(4) the discussions in respect of each proposal, highlights of the speeches made at the meeting and the results of voting;
(5) details of the queries or recommendations of the shareholders, and the corresponding answers or explanations;
(6) the name of lawyers, counting officers and scrutinizers;
(7) the number of holders of domestic shares (including their proxies) and holders of domestically-listed foreign shares (including their proxies) attending the meeting, the total number of voting shares they represent and as a percentage of the total number of shares of the Company; when recording the voting result it should also record the voting circumstances of each voting matter, by the holders of domestic shares and holders of domestically-listed foreign shares;
(8) such other matters which shall be recorded in the minutes of the meeting in accordance with the provisions of the Articles of Association.

Article 100 The convener shall ensure the truthfulness, accuracy and completeness of the meeting minutes. Directors, supervisors, secretary to the Board, the convener or his representative and the chairman of the meeting who attend the meeting shall sign on the meeting minutes. The minutes shall be kept together with the signature book of shareholders attending the meeting, the authorization letter of proxies as well as all valid materials of internet voting or otherwise at the domicile of the Company for no less than ten (10) years.

Article 101 When considering a motion at the shareholders’ general meeting, no change shall be made thereto. Otherwise, such change shall be treated as a new motion which shall not be processed for voting at that general meeting.

The convener shall ensure that the general meeting is held continuously until final resolutions are reached. In the event that the general meeting is adjourned or resolutions failed to be reached due to force majeure or other special reasons, measures shall be adopted to resume the meeting as soon as possible or the meeting shall be concluded immediately, and an announcement

shall be promptly made accordingly. The convener shall also report the same to the local authority of the securities regulatory department under the State Council of the place where the Company is domiciled.

Article 102 Copies of the minutes of the meeting shall be available for inspection during business hours of the Company by any shareholder free of charge. If a shareholder demands from the Company a copy of such minutes, the Company shall send a copy to him within seven (7) days after receipt of reasonable charges.

Mandatory Provisions Article 77

【 Chapter Name 】 CHAPTER 9 SPECIAL PROCEDURES FOR VOTING BY CLASS SHAREHOLDERS

Article 103 Shareholders holding different classes of shares shall be class shareholders.

Mandatory Provisions Article 78

Class shareholders shall be entitled to the rights and assume obligations pursuant to the provisions of the laws, administrative regulations and the Articles of Association.

Article 104 Any variation or abrogation of the rights of any class of shareholders proposed Mandatory Provisions by the Company may only come into effect upon the adoption of a special resolution at a Article 79 shareholders’ general meeting and approval by the affected shareholders of that class at a separate Listing Rules meeting held in accordance with Articles 106 to 110 of these Articles of Association. Where any Appendix 3 Paragraph 6(2) shareholder (or proxy) abstains from voting or not to exercise his voting right on a particular resolution, the relevant voting rights shall not be counted towards the calculation of voting rights held by the shareholders attending such class meeting.

Article 105 The following circumstances shall be deemed to be a variation or abrogation of the rights of shareholders of a certain class:

Mandatory Provisions Article 80

(1) to increase or decrease the number of shares of a particular class, or increase or decrease the number of shares of another class having rights on voting, distribution or other privileges equal or superior to those of the shares of such class;

(2) to effect an exchange of all or part of shares of such class into shares of other classes, or to effect an exchange or grant a right of exchange of all or part of the shares of other classes into shares of such class;

(3) to remove or reduce rights to accrued dividends or cumulative dividends attached to shares of such class;

(4) to reduce or remove the rights to a dividend preference or a liquidation preference to distribution of property attached to shares of such class;

(5) to add, remove or reduce the rights to conversion, options, voting, transfer, pre-emptive rights to placement and acquire securities of the Company attached to shares of such class;

(6) to remove or reduce rights to receive payment payable by the Company in particular currencies attached to shares of such class;

(7) to create a new class of shares having rights on voting, distribution or other privileges equal or superior to those of the shares of such class;

(8) to restrict the transfer or ownership of the shares of such class or increase such restrictions;

(9) to issue subscription rights or share conversion rights for shares of such class or other classes;

(10) to increase the rights and privileges of shares of other classes;

(11) to restructure the Company where the proposed restructuring scheme will result in different classes of shareholders bearing a disproportionate burden of obligations of such restructuring;

(12) to vary or abrogate the terms provided in this Chapter.

Article 106 Shareholders of the affected class, whether or not having the right to vote at the shareholders’ general meeting, shall nevertheless have the right to vote at class meetings on matters referred to in items (2) to (8) and (11) to (12) of the previous Article, but interested shareholders shall not be entitled to vote at class meetings.

Mandatory Provisions Article 81

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

(1) in the case of a repurchase of its own shares by the Company by making repurchase offers to all shareholders on the same pro rata basis or through public dealing on a stock exchange in accordance with Article 30 of the Articles of Association, “interested shareholders” shall refer to the controlling shareholders as defined in Article 56 of the Articles of Association;

(2) in the case of a repurchase of its own shares by the Company through an off-market agreement in accordance with the provisions of Article 30 of the Articles of Association, “interested shareholders” shall refer to the shareholders to which the proposed agreement relates;

(3) in the case of a restructuring of the Company, “interested shareholders” shall refer to shareholders within a class who bear liabilities less than the proportionate burden imposed on other shareholders of that class or who have interests different from those held by shareholders of the same class.

Mandatory Provisions Article 107 A resolution of the class meeting shall be passed in accordance with Article 106 Article 82 of the Articles of Association by shareholders present in the meeting representing not less than Listing Rules two-thirds of voting rights. Appendix 3 Paragraph 6(2) Article 108 Written notice of a class meeting convened by the Company shall be dispatched Mandatory forty-five (45) days prior to the date of the class meeting to all shareholders of such class whose Provisions names appear on the register of members, specifying the matters to be considered and the date and Article 83 place of the meeting. Shareholders who intend to attend the meeting shall serve on the Company written replies of their intention to attend twenty (20) days prior to the date of the meeting.

If the number of voting shares at such meeting held by shareholders who intend to attend such meeting reaches more than one-half of the total number of voting shares at such meeting, the Company may hold such class meeting; if this cannot be attained, the Company shall further notify the shareholders by way of announcement within five (5) days thereof specifying the matters to be considered and the date and place of the meeting. After such announcement has been given, the Company may then hold the class meeting.

Article 109 Notices of the class meeting only need to be served on shareholders entitled to vote thereat.

Article 109 Notices of the class meeting only need to be served on shareholders entitled to vote Mandatory Provisions thereat. Article 84 The procedures for holding the class meeting shall be similar to those for holding the Listing Rules shareholders’ general meeting as far as possible, and the provisions in the Articles of Association Appendix 3 Paragraph 14 relating to the procedures for a shareholders’ general meeting shall apply to the class meeting. Article 110 Save for holders of shares of other classes, the holders of domestic shares and Mandatory Provisions holders of overseas-listed foreign shares are deemed to be different classes of shareholders. Article 85 The special procedures for voting by class shareholders shall not apply in the following Listing Rules circumstances: (1) any proposed issuance of domestic shares and overseas-listed foreign shares Appendix 13d by the Company in every twelve (12) months, whether separately or together, if such proposed Paragraph 1 f issuance of domestic shares and overseas-listed foreign shares are approved by the shareholders at a general meeting by way of special resolution, and the domestic shares and overseas-listed foreign shares proposed to be issued by the Company not exceeding 20% of the shares of such class in issue; (2) where the Company’s plan to issue domestic shares and overseas-listed foreign shares at the time of its establishment is carried out within fifteen (15) months from the date of approval of the securities regulatory authority under the State Council.

【 Chapter Name 】 CHAPTER 10 BOARD OF DIRECTORS

Article 111 The Company shall have a Board, which shall comprise six (6) Directors, with Mandatory Provisions one chairman and one vice-chairman. Article 86 Article 112 Directors shall be elected at shareholders’ general meeting. The term of office Mandatory Provisions of the Directors shall be three (3) years. Upon maturity of the current term of office, a Director Article 87 shall be eligible to offer himself for re-election and reappointment.

The term of office of Directors shall commence from the date of appointment up to the maturity of the current term of office of the Board. In the event that the terms of Directors fall upon maturity whereas new members of the Board are not re-elected in time, the existing Directors shall continue to perform their duties in accordance with the laws, administrative regulations, departmental rules and the Articles of Association until the elected Directors assume their office.

The president or other senior management may concurrently serve as a Director, provided that the aggregate number of the Directors who concurrently serve as president or other senior management shall not exceed one half of all the Directors of the Company.

The chairman and vice chairman of the Board shall be elected and removed by more than one-half of all Directors. The term of office of the chairman and vice chairman shall be three (3) years, renewable upon re-election.

Written notice of an intention to nominate a candidate for Director and willingness to accept Listing Rules the nomination by the candidate shall be delivered to the Company commencing from the date on Appendix 3 Paragraph which the notice of the meeting for election of the relevant Director is dispatched and end no later 4(4)&4 (5) than seven (7) days prior to the date of such meeting.

Article 113 The Board is the execution body of the Company and shall report to the shareholders’ general meeting and carries out the following duties and powers:

Mandatory Provisions Article 88

(1) to convene shareholders’ general meetings and report its work to the shareholders’ general meeting;

(2) to implement the resolutions of shareholders’ general meetings;

(3) to decide on the Company’s business plans and investment plans;

(4) to formulate the Company’s plans on annual financial budgets and final accounts;

(5) to formulate the Company’s profit distribution plans and plans on making up losses;

(6) to formulate the proposals for increase or decrease of the registered capital of the Company and issue of bonds of the Company or other securities and listing plan;

(7) to formulate plans for substantial acquisition, purchase of shares of the Company or merger, division, dissolution and alteration of corporate form of the Company;

(8) in accordance with the laws, administrative regulations, departmental rules and the Articles of Association, to determine external guarantees other than approval required by the shareholders’ general meeting;

Guidelines Article 107

(9) within the authorization of the shareholders’ general meeting, to determine the scope of its power as to external investments, assets acquisitions and disposals, asset pledges, entrusted financial management and connected transactions;

(10) to determine the establishment of the Company’s internal management structure;

(11) to appoint or remove the president of the Company and secretary to the Board, and to appoint or remove the vice president(s) and the chief financial officer of the Company based on the nomination by the president and to decide on their remunerations;

(12) to formulate the basic management system of the Company;

(13) to manage information disclosures of the Company;

(14) to formulate proposals for amendments of the Articles of Association;

(15) to propose the appointment or removal of the Company's auditors to the general meetings of shareholders;

(16) to receive the work report and inspect the work of the president of the Company;

(17) to determine other significant business and administrative matters, save for those matters which are required to be determined at the shareholders’ general meeting as provided in the laws, administrative regulations and the Articles of Association;

(18) to determine the setup of special committees and appointment and dismissal of the relevant personnel:

(19) to formulate plans for substantial acquisitions and disposals; and

(20) to exercise any other powers specified in the relevant laws, administrative regulations, departmental rules and the Articles of Association or conferred by the shareholders’ general meeting.

Except for the Board resolutions in respect of the matters specified in paragraphs (6), (7) and (14) of this Article which shall be passed by not less than two-thirds of the Directors, the Board resolutions in respect of all other matters may be passed by affirmative votes of a simple majority of the Directors. Directors shall carry on their duties in accordance with the State laws, administrative regulations, Articles of Association and resolutions of shareholders. However, the provisions set out by the general meeting of the Company shall not be applied retrospectively nor will it invalidate the originally valid action taken prior to the making of such provisions.

Article 114 The Board shall explain to the shareholders’ general meeting for any non-standardized audit opinion on the financial report of the Company prepared by a registered accountant.

Article 115 The Board shall formulate Board meeting rules to ensure the implementation of resolutions passed in general meeting and to enhance work efficiency and secure well-founded decisions. Such rules regulate procedures for convening the board meeting and voting procedures, which shall be proposed by the Board and approved at the shareholders’ general meeting.

Article 116 The Board shall determine the scope of its power as to external investments, assets acquisitions and disposals, asset pledges, external guarantees, entrusted financial management and connected transactions and shall establish stringent examination and decision-making procedures; and specialists or professional personnel shall be organized to assess and examine any material investment projects, and such investment projects shall be submitted to the shareholders’ general meeting for approval.

When a transaction of the Company (excluding cash donation received by the Company) meets any of the following criteria, the transaction shall be submitted to the shareholders’ general meeting for consideration and approval. Other transactions (excluding those which shall be subject to the consideration and approval of the shareholders’ general meeting) shall be considered and passed by the Board or decided by the president within the scope of his authorization.

(1) where total assets involved in the transaction account for more than 50% of the Company’s latest audited total assets and where the total assets involved in the transaction have both book value and appraised value, whichever is higher shall be taken for calculation;

(2) where operating revenue related to the subject of the transaction (for instance, equity interest ) for the latest accounting year accounts for more than 50% of the Company’s audited operating revenue for the latest accounting year, with an absolute amount exceeding RMB50 million;

(3) where net profit related to the subject of the transaction (for instance, equity interest ) for the latest accounting year accounts for more than 50% of the Company’s audited net profit for the latest accounting year, with an absolute amount exceeding RMB5 million;

(4) where transaction amount (including the debt and expenses incurred) accounts for more than 50% of the Company’s latest audited net assets, with an absolute amount exceeding RMB50 million;

(5) where profit derived from the transaction accounts for more than 50% of the Company’s audited net profit for the latest accounting year, with an absolute amount exceeding RMB5 million.

In case any figure in the aforesaid calculation is of negative value, the absolute value thereof shall be taken for calculation.

Where the accumulated amount of the Company’s acquisition or disposal of assets for one (1) year exceeds 30% of the Company’s latest audited total assets, the transaction shall be submitted to the shareholders’ general meeting for consideration and passed by a special resolution after consideration and approval by the Board. Where the transaction of the Company only reaches 50% or more of the criterion prescribed in (3) or (5) in the preceding paragraph and the absolute value of the earnings per share of the Company for the latest accounting year was below RMB0.05, the Company may be exempted from seeking approval of the shareholders’ general meeting and the transaction may be considered and decided by the Board.

Except the guarantees as provided in Article 59 which are subject to approval by the general meeting of shareholders, other guarantees provided to third parties shall be approved by the Board.

Where a connected transaction between the Company and its connected person is worth more than RMB30 million and accounts for more than 5% of the absolute value of the Company’s latest audited net assets, the Company shall submit the transaction to the shareholders’ general meeting for consideration and approval after consideration and approval by the Board. Other connected transactions shall be implemented in accordance with the laws, regulations, rules, the provisions of the stock exchange(s) on which the shares of the Company are listed as well as the systems otherwise formulated by the Company.

Where there are special provisions otherwise prescribed by the laws, administrative regulations, departmental rules, provisions of the securities regulatory authorities under the State Council and the stock exchange(s) on which the shares of the Company are listed as to the powers of considering and approving external investments, assets acquisitions and disposals, entrusted financial management, asset pledges, external guarantees, such transactions shall be implemented in accordance with the relevant provisions of the securities regulatory authorities under the State Council and the stock exchange(s) on which the shares of the Company are listed.

Article 117 Where a Director is connected with the enterprise concerned in any matters to be resolved at a Board meeting, such Director shall not vote on such resolution, whether on its own behalf or as the proxy of another Director. Such Board meeting shall not be held unless attended by a majority of Directors having no interest in such matter, and any resolution made thereon shall be subject to affirmative votes of a majority of Directors having no interest in such matter. For matters which shall only be passed with affirmative votes of two-thirds of the Directors of the Board as aforesaid, it shall be passed by not less than two-thirds of Directors having no interest in such matter. Where there are less than three (3) Directors having no interest in such matter attending the meeting, the matter shall be submitted to the shareholders’ general meeting for consideration and approval.

Company Law Article 125

Board resolutions in respect of the Company's connected transactions must be endorsed by an Independent (non-executive) Director before becoming effective.

Article 118 The shareholders’ general meeting may by ordinary resolution remove any Director before the expiration of his term of office (including chairman of the Board or other Executive Directors, but without prejudice to such Director’s right to claim damages based on any contract), subject to full compliance with relevant laws and administrative regulations. Prior to the maturity of his term, a Director shall not be removed without reason from his office at the shareholders’ general meeting.

Article 119 Directors may resign before expiry of their terms of office. The Directors who resign shall submit to the Board a written report in relation to their resignation. Independent

Guidelines Article 100

Directors shall state and explain any situation relevant to their resignation or where it is considered necessary to be brought to the attention of the shareholders and creditors of the Company. The relevant information shall be disclosed within two (2) days by the Board.

In the event that the resignation of any Director during his term of office results in the number of members of the Board being less than the statutory minimum requirement, the resignation report of such Independent Director shall become effective only when his vacancy has been filled by a new Independent Director. The Board shall convene a shareholders’ extraordinary general meeting for the purpose of electing Director to fill the vacancy caused by Director’s resignation. Prior to the decision of electing Director at shareholders’ meeting, the powers of such Director who tendered resignation and the other Directors shall be subject to reasonable restrictions.

Where the resignation of an Independent Director will result in the percentage of Independent Directors in the Board of the Company falling below the prescribed minimum requirement prescribed by the relevant regulatory authorities, the resignation report of such Independent Director shall become effective only when his vacancy has been filled by a new Independent Director.

Save for the circumstances referred to in the preceding paragraph, the resignation of a Director becomes effective upon submission of his resignation report to the Board.

Upon effective resignation or expiration of his term of office, a Director shall complete his hand-over procedures with the Board.

Any Independent Director who does not have the qualifications or ability of Independent Director, or fails to perform his duties independently, or fails to safeguard the legitimate interests of the Company and small and medium investors, shareholders individually or jointly holding not less than 1% of the Company’s shares may submit proposals to the Board of the Company in relation to their queries against the Independent Director or his dismissal. The Independent Director concerned shall promptly provide explanation on the queries and make disclosure thereof. The Board of the Company shall promptly convene special meeting for discussions upon receipt of the relevant proposals of query or dismissal and disclose the results of the discussions.

Guidelines Article 32- SME Board Protecting Investors’ Interest

Article 120 The Board may set up certain special committees to assist the Board to execute its duties under the leadership of the Board, or to provide proposals or consultation opinions for the decision of the Board. All members of the special committees are Directors, and the majority of the members of the Audit Committee, Nomination Committee and Remuneration Committee shall be Independent Directors who act as conveners. At least one Independent Director in the Audit Committee shall be a professional in accounting.

Code of Corporate Governance Article 52

Article 121 In cases where the expected value of fixed assets proposed for disposal by the Board, when aggregated with value of fixed assets disposed within four (4) months before the proposed disposal, exceeds 33% of the fixed assets value set out in the latest balance sheet considered at the shareholders’ general meeting, the Board shall not dispose or consent to dispose such fixed assets without prior approval at the shareholders’ general meeting. Should there be any inconsistency between the aforesaid provisions and the rules of the stock exchange(s) on which the shares of the Company are listed in respect of the said matter, the provisions of the rules of the stock exchange(s) on which the shares of the Company are listed concerning the matter shall prevail. If the shares of the Company are listed on two (2) or more stock exchanges and that there is inconsistency between the listing rules of those stock exchanges in respect of such matter, the listing rules of the stock exchange which set out the most stringent provisions shall prevail.

Mandatory Provisions Article 89

The term “fixed assets disposal” referred to in this Article includes (among other things) transferring certain interests in assets, but excluding provision of guarantees by way of fixed

assets.

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

Article 122 The chairman of the Board is entitled to the following powers:

Guidelines Article 112 (1) to preside over shareholders’ general meetings and to convene and preside over Board Mandatory meetings; Provisions Article 90

(2) to supervise and check on the implementation of resolutions of the Board;
(3) to sign the securities certificates issued by the Company;
(4) to exercise other powers conferred by the Board.

Article 123 The Company’s vice chairman shall assist the chairman in his work. If the chairman is unable to or does not perform his duties, the vice-chairman designated by the chairman shall perform his duties (should there are two or more vice chairmen, the vice chairman jointly elected by not less than half of the members of the Board shall perform the duties of the chairman); where the vice-chairman is unable to or does not perform his duties, a Director jointly elected by not less than half of the members of the Board shall perform the duties of the vice chairman.

Article 124 Regular meetings of the Board shall be held at least four (4) times every year and shall be convened by the chairman of the Board. All of the Directors and supervisors shall be notified of the meeting fourteen (14) days in advance.

Mandatory Provisions Article 91

Under one of the following circumstances, the chairman of the Board shall convene a special board meeting within ten (10) days. All of the Directors and supervisors shall be notified of the meeting two (2) days in advance,

(1) when it is proposed by the shareholders representing not less than 10% of the voting
rights;

Company Law Article 111

Guidelines Article 115

(2) when the chairman considers necessary;
(3) when it is jointly proposed by not less than one-third of the Directors;
(4) when it is jointly proposed by not less than half of the Independent Directors;
(5) when the Supervisory Committee requests;
(6) when the president requests;
(7) when it is requested by the securities regulatory authorities.

Article 125 The way of notifying for the meeting and special meeting of the Board shall be Mandatory Provisions by way of telephone and facsimile. Notice period of the meeting shall be fourteen (14) days and Article 92 two (2) days in advance for regular meeting of the Board and special meeting respectively.

The notice of Board meetings shall include the following:

(1) the date and venue of the meeting;
(2) the duration of the meeting;
(3) the subject and agenda;
(4) the date the notice was issued.

Article 126 The Board meeting shall be held with the presence of not less than half of the Mandatory Provisions Directors. Article 93 Each Director shall have one vote when voting on a Board resolution. Resolutions of the Company Law Article 112

Each Director shall have one vote when voting on a Board resolution. Resolutions of the Board shall be passed by more than half of all Directors.

In the case of equal votes in favour of and against the resolution, the chairman of the Board shall have a casting vote.

A written resolution signed and agreed by all Directors respectively shall be deemed with similar effect as resolutions passed by Board meetings legally convened. Such written resolution may comprise one set or more documents, with each document signed by one or more Directors. A resolution signed by the Directors or bearing the names of the Directors and sent by telegram, telex, mail, facsimile or by hand to the Company shall for the purpose of this clause be regarded as document signed by them.

Article 127 Directors shall attend Board meetings in person. Where a Director is unable to Mandatory attend a meeting for any reason, he may by a written power of attorney appoint another Director to Provisions Article 94 attend the meeting on his behalf. The power of attorney shall set out the name of the proxy, the Guidelines subject and scope of authorization and validity of the time limit of the proxy, which shall be Article 121 signed or officially sealed by the authorizing party.

A Director appointed as the representative of another Director to attend the meeting shall exercise the rights of a Director within the scope of authority conferred by the appointing Director. Where a Director is unable to attend a Board meeting and has not appointed a proxy to attend the meeting on his behalf, he shall be deemed to have waived his right to vote at the meeting.

A Director will be deemed to have failed to perform his duties if he fails to attend the meetings of the Board in person twice consecutively nor appoints other Directors to attend the meetings on his behalf. The Board shall make recommendations to the shareholders’ general meeting to replace such Director.

Guidelines Article 99

Article 128 The Board shall keep minutes of resolutions passed at Board meetings. The minutes shall be signed by the Directors present at the meeting and the officer taking the minutes. The Directors shall be liable for the resolutions of the Board meeting. If a resolution of the Board meeting violates the laws, administrative regulations or the Articles of Association and the Mandatory Company suffers serious losses as a result thereof, the Directors who participated in the passing of Provisions Article 95 such resolution are liable to compensate the Company. However, if it can be proven that a Director expressly objected to the resolution when it was voted on, and that such objection was recorded in the minutes of the meeting, such Director may be released from such liability.

The minutes of Board meetings shall include the following:

(1) the session, the date, venue and way of the meeting convened；
(2) information of notice of the meeting;
(3) the name of convener of the meeting and chairman;
(4) information of Directors attended in person and Directors appointed as proxies to attend
the meeting;
(5) procedures of the meeting and description of the situation;

(6) consideration and approval of proposals at the meeting, main points and idea related to each item and the intent of voting on proposals of every Director;

(7) the voting method and results of each proposal (the number of affirmative, negative and abstention votes shall be specifically indicated).

(8) any other business the Board considers necessary to record.

The minutes of Board meetings shall be kept as Company filings for record for a minimum period of ten (10) years.

Article 129 Board meetings shall be held at the Company’s legal residence in principle, while it can be held in any other places in or outside of the PRC subject to resolution of the Board.

Any meeting of the Board may be held by way of telephone conference or similar Guidelines communication equipment so long as all Directors participating in the meeting can clearly hear Article 122 and communicate with each other during the meeting. All such Directors shall be deemed to be present in person at the meeting.

Article 130 All the expenses incurred by the Directors for attending the Board meeting shall be borne by the Company, including the traffic expense from the place where the Director is located to the place where the meeting is convened, as well as the boarding and lodging expenses , as well as local traffic expenses and other expenses incurred during the term of the meeting.

Article 131 The Board may set up committees or working teams comprising two or more Directors from time to time, and delegate such committees or working teams with certain powers, duties and discretionary powers of the Board itself. The relevant committee and working team shall act within the scope as authorized by the Board, and shall abide by the rules set by the Board from time to time. The Board may also resolve to dismiss the relevant committee or working team or change the scope of its authorization.

The quorum of meetings of the Board committees or working teams shall be two (2) members of the committee or working team or more than half of the members, whichever is higher. The requirements on the procedures and minutes of Board meetings as applicable to Articles 125 to 127 in the Articles of Association shall also be applicable on the relevant committees or working teams, unless the relevant requirements have been replaced by the rules as mentioned in the previous paragraph.

Unless otherwise required by the Board, the president who is not a Director may attend Board meetings, and shall be entitled to receive notices and relevant documents of such meetings. However, unless the president is a Director, he shall have no voting rights in Board meetings.

Article 132 Duties of Independent Directors shall be implemented in accordance with the provisions of laws, administrative regulations and relevant listing rules of the stock exchange(s) on which the shares of the Company are listed.

【 Chapter Name 】 CHAPTER 11 SECRETARY TO THE BOARD

Article 133 The Company shall have a secretary to the Board. The secretary to the Board shall be a senior management member of the Company.

Article 133 The Company shall have a secretary to the Board. The secretary to the Board Mandatory Provisions shall be a senior management member of the Company. Article 96 Article 134 Secretary to the Board of the Company shall be a natural person with the Mandatory Provisions requisite professional knowledge and experience, and shall be appointed by the Board. His Article 97 primary duties include:

(1) to ensure that the Company has complete constitutional documents and records;

(2) to ensure that the Company prepares and delivers the reports and documents required by competent authorities (including but not limited to the Administration for Industry and Commerce) in accordance with the law;

(3) to ensure that the Company’s register of members is properly maintained, and that persons entitled to access to the relevant records and documents are furnished with such records and documents without delay;

(4) be responsible for the preparation of the general meetings of shareholders’ and meetings of the Board, keep custody of documents and the management of the information of shareholders of the Company and to handle matters relating to information disclosure;

(5) To perform the responsibilities and obligations (including all those as reasonably required by the Board) that a board secretary is held responsible for by laws, the regulatory body of the jurisdiction where the Company is listed and/or the provisions in the Articles of Association.

Article 135 The accountant(s) of the certified public accountants’ firm appointed by the Company shall not concurrently hold the post of the secretary to the Board.

Mandatory Provisions Article 98

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

【 Chapter Name 】 CHAPTER 12 PRESIDENT

Article 136 The Company shall have one president, who shall be nominated by the chairman Mandatory Provisions and appointed and removed by the Board. Article 99 The Company shall have several vice presidents, and one chief financial officer. The vice Guidelines Article 124 presidents and the chief financial officer shall be nominated by the president and appointed or removed by the Board.

Article 137 A person who serves a function in the controlling shareholder and de facto Guidelines Article 126 controlling person of the Company other than as director shall not assume a senior management position of the Company. Article 138 The term of office of the president shall be three (3) years, renewable upon Guidelines re-election and re-appointment. Article 127

Article 139 The president of the Company shall be accountable to the Board and carry out the following duties and powers:

Mandatory Provisions Article 100

(1) to lead the Company’s production, operation and management, organize resources to carry out the Board’s resolutions, and report to the Board;

(2) to organize the implementation of the Company’s annual business plan and investment
plan;

(3) to draft plans for the establishment of the Company’s internal management structure;

(4) to draft the Company’s basic management system;

(5) to formulate the basic rules and regulations of the Company;

(6) to propose the appointment or dismissal of the Company’s vice president(s) and chief
financial officer;

(7) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board;

(8) Under the authorization of the Board, to exercise the power relating to the mortgage, lease, sub-contract or transfer of the assets of the Company;

(9) to exercise other powers conferred by the Articles of Association and the Board.

The vice president(s) and chief financial officer shall assist the president in his work and report to the president.

Article 140 In performing his functions, the president shall act honestly and diligently and in Mandatory Provisions accordance with the laws, administrative regulations, and the Articles of Association. Article 102

Article 141 The president shall formulate the detailed working rules of the president, which shall be submitted to the Board for approval before implementation.

The detailed working rules of the president shall include the following:

(1) the conditions for convening, and procedures for holding the president’s meeting and

attendants;

(2) the duties and division of responsibilities of the president and other senior management members;

(3) the fund and assets applications, authorities of execution of important contracts of the Company, and the mechanism of reporting to the Board and Supervisory Committee;

(4) other matters deemed as necessary by the Board.

The president may resign prior to the expiration of his term of office. The specific procedures and formalities of the said resignation shall be provided for in the employment contract between the president and the Company.

【 Chapter Name 】 CHAPTER 13 SUPERVISORY COMMITTEE

Article 142 The Company shall have a Supervisory Committee. The Supervisory Committee shall be composed of five (5) supervisors. The Supervisory Committee shall consist of external supervisors (that is, supervisors who do not hold an office in the Company) which account for more than one half of the total number of supervisors. Supervisors who are representatives of the staff shall not be less than one-third of the total number of supervisors.

Mandatory Provisions Article 103 Guidelines Article 143

Article 143 The Supervisory Committee shall be composed of two (2) independent supervisors, one (1) representative of shareholders and two (2) representatives of employees. The term of office of a supervisor shall be three (3) years, renewable upon re-election and re-appointment.

Mandatory Provisions Article 104

Article 144 Independent supervisors and representatives of shareholders shall be elected and dismissed at the shareholders’ general meeting while representatives of employees shall be democratically elected and dismissed by the Company’s staff.

The Supervisory Committee shall have one (1) chairman. The appointment and dismissal of the chairman of the Supervisory Committee shall be passed by not less than two-thirds of its members.

Mandatory Provisions Article 105

Listing Rules Appendix 13d Paragraph 1 d（i）

In the event that the terms of office of supervisors fall upon maturity whereas new members of the Supervisory Committee are not re-elected in time, or the resignation of any supervisor during his term of office resulting in the number of members of the Supervisory Committee falling below the statutory minimum requirement, the said supervisors shall continue to perform their duties in accordance with the laws, administrative regulations and the Articles of Association until the re-elected supervisors assume their office.

Guidelines Article 138

The supervisors shall ensure the truthfulness, accuracy and completeness of the information disclosed by the Company.

Article 145 The Directors, president and other senior management members (including but Mandatory not limited to chief financial officer ) shall not assume the position of supervisors. Provisions Article 106 Article 146 The Supervisory Committee shall be accountable to the shareholders’ general Mandatory meeting and exercise the following powers in accordance with the laws: Provisions Article 108 (1) to review and provide a written opinion on the regular reports of the Company prepared Guidelines Article 144 by the Board;

(2) to examine the Company’s financial affairs;

(3) to supervise Directors, president and other senior management members in performing their duties to the Company in relation to any acts that violate laws, administrative regulations and

the Articles of Association, and to propose dismissal of Directors, president and senior management members who violate any laws, administrative regulations, the Articles of Association or resolutions of shareholders’ general meetings;

(4) to demand rectification from a Director, president and any other senior management members when the acts of such persons are harmful to the Company’s interest;

(5) to examine the financial information such as the financial report, business report and plans for distribution of profits intended to be submitted by the Board to the shareholders’ general meetings and, should any queries arise, to engage, in the name of the Company, certified public accountants and practicing auditors to conduct a re-examination;

(6) to propose the convening of a shareholders’ extraordinary general meeting and to convene and preside over the shareholders’ general meeting when the Board fails to perform such duties under the Company Law;

(7) to put forward proposals to the shareholders’ general meeting;

(8) in accordance with provisions of Article 152 of the Company Law, to take legal actions against Directors and senior management members;

(9) to conduct investigations whenever unusual conditions of operation of the Company arise and if necessary, to engage professional institutions such as firms of accountants and lawyers to assist in the investigations at the costs of the Company;

(10) to exercise other powers specified under the Articles of Association.

The supervisors may attend Board meetings, and raise enquiry or make suggestion regarding resolutions at Board meetings.

Guidelines Article 140

Article 147 Meetings of the Supervisory Committee shall be held at least once every six months and convened and chaired by the chairman of the Supervisory Committee. If the chairman of the Supervisory Committee is unable to perform or fails to perform his duties, the vice chairman of the Supervisory Committee shall convene and preside over the meetings of the Supervisory Committee; if the vice chairman of the Supervisory Committee is unable or fails to fulfill the duty thereof, a supervisor nominated by the majority of supervisors shall convene and preside over the Supervisory Committee meetings. Under circumstances with proper reasons, each supervisor is entitled to request the chairman of the Supervisory Committee to convene extraordinary supervisory meeting.

Mandatory Provisions Article 107

The way of notifying for the meeting of the Supervisory Committee shall be by way of telephone and facsimile. The notice of the meetings shall include the date and venue of the meeting, duration of the meeting, the subject and agenda as well as date of notice. Notice period of the meeting shall be fourteen (14) days and two (2) days in advance for regular meeting of the Supervisory Committee and extraordinary meeting respectively.

Article 148 Supervisory Committee meetings shall be held only if not less than half of the supervisors are present. Resolutions of the Supervisory Committee meetings are voted on by open ballot. Each supervisor shall have one vote. When the number of votes for and against a resolution is equal, the chairman of the meeting shall be entitled to one additional vote.

Mandatory Provisions Article 109

Supervisors shall attend Supervisory Committee meetings in person. Where a supervisor is unable to attend a meeting for any reason, he may by a written power of attorney appoint another supervisor to attend the meeting on his behalf. The power of attorney shall set out the scope of authorization.

Both the resolutions of the regular Supervisory Committee meetings and extraordinary Supervisory Committee meetings are resolutions of the Supervisory Committee meetings and shall be passed by no less than two-thirds of all Supervisors.

Listing Rules Appendix 13d Paragraph 1d(ii)

Article 149 The Supervisory Committee shall formulate rules for the Supervisory Committee meetings specifying the meeting and voting procedures so as to ensure the work

efficiency and scientific decision-making of the Supervisory Committee. The rules of procedure of the Supervisory Committee shall constitute an appendix to the Article of Association, which shall be proposed by the Supervisory Committee and approved by shareholders’ general meeting.

Article 150 Detailed minutes shall be prepared for the meeting of the Supervisory Committee, on which the supervisors present at the meeting and the minutes taker shall sign. Each supervisor is entitled to request that an explanation of his comments made at the meetings be noted in the minutes. The minutes of Supervisory Committee meetings shall be kept as Company filings for record for a minimum period of ten (10) years.

Article 151 The supervisors shall be liable for the resolutions of the Supervisory Committee. If a resolution of the Supervisory Committee violates the laws, administrative regulations or the Articles of Association and the Company suffers serious losses as a result thereof, the supervisors who participated in the passing of such resolution are liable to compensate the Company. However, if it can be proven that a supervisor expressly objected to the resolution when the resolution was voted on, and that such objection was recorded in the minutes of the meeting, such supervisor may be released from such liability.

Article 152 The Supervisory Committee shall establish a recording system for the implementation of the resolutions of the committee. Each resolution of the Supervisory Committee shall be executed by a designated supervisor or under his supervision. The designated supervisor shall record the process of execution and report the execution result to the Supervisory Committee.

Article 153 Supervisors and the Supervisory Committee shall not be liable for resolutions of the Board. However, if the Supervisory Committee considers that the Board resolution is in violation of the laws, regulations and the Articles of Association or harming the interests of the Company, the Supervisory Committee may resolve and propose the Board to reconsider.

Article 154 All reasonable expenses incurred in respect of the employment of professionals Mandatory Provisions such as lawyers, certified public accountants or practicing auditors as are required by the Article 110 Supervisory Committee in discharging its duties shall be borne by the Company.

The reasonable expenses incurred by the supervisors who attend Supervisory Committee meetings shall be borne by the Company. These expenses include the traffic expenses covering the distance between the place where a supervisor is located and the place where a meeting is held (where these two places are not the same), the board and lodging expenses during the term of the meeting, the rent of the meeting venue and the local traffic expenses.

Article 155 Supervisors shall perform their duties honestly in accordance with the laws, administrative regulations and the Articles of Association.

Mandatory Provisions Article 111

【 Chapter Name 】 CHAPTER 14 QUALIFICATIONS AND DUTIES OF THE DIRECTORS, SUPERVISORS, PRESIDENT AND OTHER SENIOR MANAGEMENT MEMBERS OF THE COMPANY

Article 156 A person may not serve as a Director, supervisor, president, or any other senior management member of the Company if any of the following circumstances applies:

(1) a person without legal or with restricted legal capacity;

Mandatory Provisions Article 112 Company Law Article 147

(2) a person who has committed an offence of corruption, bribery, infringement of property, misappropriation of property or sabotaging the social economic order and has been punished because of committing such offence; or who has been deprived of his political rights due to committing any offence, in each case where less than five (5) years have elapsed since the date of the completion of implementation of such punishment or deprivation;

(3) is a former director, factory manager or manager of a company or enterprise which has entered into insolvent liquidation due to inefficient management and poor business performance and is personally liable for the insolvency of such company or enterprise, where less than three (3) years have elapsed since the date of the completion of the insolvency and liquidation of the company or enterprise;

(4) is a former legal representative of a company or enterprise which had its business licence revoked due to violation of the law and who incurred personal liability, where less than three (3) years has elapsed since the date of the revocation of the business licence;

(5) has a relatively large amount of personal debts due and outstanding;

(6) is under criminal investigation or prosecution by a judicial organization for violation of the criminal law where the said investigation or prosecution is not yet concluded;

(7) is not eligible for enterprise leadership according to the laws and administrative regulations;

(8) a non-natural person;

(9) convicted of the contravention of provisions of relevant securities regulations by a relevant competent authority, and such conviction involves the finding that he has acted fraudulently or dishonestly, where less than five (5) years has elapsed since the date of the conviction;

(10) a person who is imposed on by the securities regulatory authority of the State Council the penalty of prohibition from engaging in stock market activities, where the term of the penalty has not yet expired.

In any of the aforesaid circumstances, the Board shall, commencing from the date upon becoming aware of the relevant circumstances, immediately stop the duties of the relevant Director, and propose the shareholders’ general meeting to remove the same. Where the president is involved in any of the above circumstances, the Board shall, commencing from the date upon becoming aware of the relevant circumstances, immediately stop the duties of the relevant president, and convene a Board meeting for his dismissal. Where a supervisor is involved any of the above circumstances, the Supervisory Committee shall, commencing from the date upon becoming aware of the relevant circumstances, immediate stop the duties of the relevant supervisor, and propose the shareholders’ general meeting or meeting of staff representatives for his replacement.

Article 157 No Directors shall act, in their personal capacity, on behalf of the Company or the Board beyond the provisions of the Articles of Association or without appropriate authorization by the Board. The Director shall, when acting in his personal capacity, state his standings and identities in advance if a third party has reasons to believe that the said Director is acting on behalf of the Company or the Board.

Guidelines Article 102

Article 158 The validity of an act of a Director, president, and any other senior management member on behalf of the Company is not, vis-a-vis a bona fide third party, affected by any irregularity in his office, election or any defect in his qualification.

Mandatory Provisions Article 113

Article 159 In addition to obligations imposed by the laws, administrative regulations or required by the stock exchanges on which the Company’s shares are listed, each of the Company’s Directors, supervisors, president, and other senior management members owes a duty to each shareholder, in the exercise of the functions and powers of the Company entrusted to him:

Mandatory Provisions Article 114

(1) not to cause the Company to exceed the scope of the business stipulated in its business
licence;
(2) to act honestly in the best interest of the Company;
(3) not to expropriate in any means the Company’s property, including (without limitation)
expropriation of opportunities advantageous to the Company;

(4) not to expropriate the individual rights of shareholders, including (without limitation) rights to distribution and voting, save as pursuant to a restructuring of the Company submitted to shareholders for approval in accordance with the Articles of Association.

Article 160 Each of the Company’s Directors, supervisors, president, and other senior Mandatory Provisions management members owes a duty, in the exercise of his powers and discharge of his duties, to Article 115 exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Mandatory Article 161 Each of the Company’s Directors, supervisors, president and other senior Provisions management members shall exercise his powers or carry out his duties in accordance with the Article 116 principle of fiduciary and shall not put himself in a position where his duty and his interest may conflict. This principle includes (without limitation) discharging the following obligations:

(1) to act honestly in the best interests of the Company;

(2) to exercise powers within the scope of his powers and not to exceed those powers;

(3) to exercise the discretion vested in him personally and not to allow himself to act under the control of another and, unless and to the extent permitted by the laws, administrative regulations or with the informed consent of shareholders given in a general meeting, not to delegate the exercise of his discretion;

(4) to treat shareholders of the same class equally and to treat shareholders of different classes fairly;

(5) except in accordance with the Articles of Association or with the informed consent of shareholders given in general meeting, not to enter into any contract, transaction or arrangement with the Company;

(6) without the informed consent of shareholders given in general meeting, not to use the Company’s property for his own benefit by any means;

(7) not to exploit his position to accept bribes or other illegal income or expropriate the Company’s property by any means, including (without limitation) opportunities advantageous to the Company;

(8) without the informed consent of shareholders given in general meeting, not to accept commissions in connection with the Company’s transactions;

(9) to abide by the Articles of Association, faithfully execute his duties and protect the Company’s interests, and not to exploit his position and power in the Company to advance his own private interests;

(10) not to compete with the Company in any form unless with the consent of shareholders given in general meeting;

(11) not to misappropriate the Company’s funds, not to open accounts in his own name or other names for the deposit of the Company’s assets and, without the informed consent of shareholders given in general meeting, not to lend the Company’s funds to others or provide guarantee for others with the Company’s assets;

(12) not to use his connected relationship to act in detriment to the interests of the Company;

(13) unless otherwise permitted by informed shareholders in general meeting, to keep in confidence information relating to the Company acquired by him in the course of and during his

tenure and not to use such information for purposes other than in furtherance of the interests of the Company, save that disclosure of such information to the court or other competent competent government authorities is permitted if:

disclosure is made as required by law;
the interests of the public require disclosure;
the interests of the relevant Director, supervisor, president, and other senior

management member require disclosure.

(14) Other obligations imposed by laws, administrative regulations, departmental rules and the Articles of Association.

Save for circumstances specified above，Directors, presidents and other senior management members shall perform the following duties of diligence:

(1) opine in regular reports of the Company and sign therein to confirm their opinion, and warrant the information disclosed by the Company is true, accurate and complete;

(2) provide to the Supervisory Committee with information in connection to related circumstances according to facts and not hinder the Supervisory Committee or supervisors in exercising their authorities;

(3) perform other duties of diligence as required by the laws, administrative regulations, departmental rules and these Articles of Association.

Directors shall exercise the power granted by the Company with prudence, conscientiousness and diligence to ensure the business activities of the Company are in compliance with the State laws, administrative regulations and requirements of various State Guidelines economic policies and business activities of the Company are within the scope under its business Article 97 licence; understand promptly the business operation and administration of the Company.

Article 162 Any income received by a Director, president and other senior management members from violating Article 161 of the Articles of Association shall belong to the Company and any losses incurred by the Company therefrom shall be borne by such Director.

Article 163 Each Director, supervisor, president, and other senior management members of the Company shall not cause the following persons or institutions (“associates”) to do what Director, supervisor, president, and other senior management members are prohibited from doing:

Company Law Article 151

Guidelines Article 70

Mandatory Provisions Article 117

(1) the spouse or minor child of that Director, supervisor, president, and other senior management member;

(2) a person acting in the capacity of trustee of that Director, supervisor, president, and other senior management member or any person referred to in paragraph (1) of this Article;

(3) a person acting in the capacity of partner of that Director, supervisor, president, and other senior management member or any person referred to in paragraphs (1) and (2) of this Article;

(4) a company in which that Director, supervisor, president, and other senior management member, alone or jointly with one or more persons referred to in paragraphs (1), (2) and (3) above or other Directors, supervisors, president, and other senior management members of the Company have a de facto controlling interest;

(5) the Directors, supervisors, president, and other senior management members of the controlled company referred to in paragraph (4) of this Article.

(6) Any parties who are liable to be deemed “associates” (as defined under the Hong Kong Listing Rules or rules of other stock exchange(s) on which the Company’s shares are listed) of such Directors, supervisors, president and other senior management members.

Article 164 The fiduciary duties of the Directors, supervisors, president, and other senior management members of the Company do not necessarily cease with the termination of their tenure. The duty of confidence in relation to trade secrets of the Company survives the termination of their tenure. Other duties may continue for such period as fairness may require depending on the time lapse between the termination of tenure and the occurrence of the event concerned and the circumstances under which the relationships between them and the Company are terminated.

Mandatory Provisions Article 118

Guidelines Article 103\134\142

Article 165 Any Director, supervisor, president and other senior management member who violates any of the laws, administrative regulations, departmental rules or the Articles of Association during the course of performing his duties and causes losses to the Company shall be liable for compensation to any loss caused to the Company. Any Director, supervisor, president and other senior management member still under the term of office leaves the Company without prior approval and causes losses to the Company shall be liable for compensation to any loss caused to the Company.

Article 166 Except for circumstances prescribed in Article 55 of the Articles of Association, a Director, supervisor, president, and other senior management member of the Company may be relieved of liability for specific breaches of his duty by the informed consent of shareholders given at a general meeting.

Mandatory Provisions Article 119

Article 167 Where a Director, supervisor, president, and other senior management member of the Company is in any way, directly or indirectly, materially interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company (other than his service contract with the Company), he shall declare the nature and extent of his interests to the Board at the earliest opportunity, whether or not the contract, transaction or arrangement or proposal therefor is otherwise subject to the approval of the Board.

Mandatory Provisions Article 120

Unless the interested Director, supervisor, president, and other senior management member discloses his interests in accordance with the preceding paragraph of this Article and the contract, transaction or arrangement is approved by the Board at a meeting in which the interested Director, supervisor, president, and other senior management member is not counted in the quorum and refrains from voting, the contract, transaction or arrangement in which that Director, supervisor, president, and other senior management member is materially interested is voidable at the instance of the Company except as against a bona fide party thereto acting without notice of the breach of duty by the interested Director, supervisor, president, and other senior management member.

Listing Rules Appendix 3 Paragraph 4（1）

A Director, supervisor, president, and other senior management member of the Company is deemed to be interested in a contract, transaction or arrangement in which an associate of the Director, supervisor, president, and other senior management member of the Company is interested.

Article 168 Where a Director, supervisor, president, and other senior management member of the Company gives to the Board a general notice in writing stating that, by reason of the facts specified in the notice, he is interested in contracts, transactions or arrangements of any description which may subsequently be made by the Company, such notice shall be deemed for the purposes of the preceding paragraph of this Article to be a sufficient declaration of his interests, so far as the content stated in such notice is concerned, provided that such general notice shall have been given before the date on which the question of entering into the relevant contract, transaction or arrangement is first taken into consideration on behalf of the Company.

Mandatory Provisions Article 121

Article 169 The Company shall not in any manner pay taxes for or on behalf of its Directors, supervisors, president, and other senior management members.

Mandatory Provisions Article 122

Article 170 The Company shall not directly or indirectly make a loan to, or provide any Mandatory Provisions guarantee in connection with, the making of a loan to a Director, supervisor, president, and other Article 123 senior management member of the Company or of the Company’s parent company or any of their respective associates.

However, the following transactions are not subject to such prohibition:

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

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

(3) the Company may make a loan or provide a guarantee in connection with the making of a loan to any of the relevant Directors, supervisors, president, and other senior management members or their respective associates in the ordinary course of its business on normal commercial terms, provided that the ordinary course of business of the Company includes the lending of money or the giving of guarantees.

Article 171 A loan made by the Company in breach of the above provisions shall be Mandatory Provisions forthwith repayable by the recipient of the loan regardless of the terms of the loan. Article 124 Article 172 A loan guarantee provided by the Company in breach of paragraph (1) of Article Mandatory Provisions 170 shall not be enforceable against the Company, except that: Article 125

(1) the loan was advanced to an associate of any of the Directors, supervisors, president, and other senior management members of the Company or of the Company’s parent company where the lender did not know the relevant circumstances;

(2) the collateral provided by the Company has been lawfully disposed of by the lender to a bona fide purchaser.

Article 173 For the purposes of the foregoing provisions of this Chapter, a guarantee Mandatory Provisions includes an undertaking or property provided by the guarantor to secure the performance of Article 126 obligations by the obligor.

Article 174 The Company may take out liability insurance for the Directors, supervisors, Mandatory Provisions president and other senior management members with the content of the shareholders’ general Article 127

meeting, save as the liabilities caused by the breach of laws, administrative regulations and the Articles of Association by the Directors, supervisors, president and other senior management members.

Code of Corporate Governance Article 39

Article 175 In addition to any rights and remedies provided by the laws and administrative regulations, where a Director, supervisor, president, and other senior management member of the Company is in breach of his duties to the Company, the Company has the right to:

(1) claim damages from the Director, supervisor, president, and other senior management member in compensation for losses sustained by the Company as a result of such breach;

(2) rescind any contract or transaction entered into by the Company with the Director, supervisor, president, and other senior management member or with a third party (where such third party knows or should know that there is such a breach of duties to the Company by such Director, supervisor, president, and other senior management member);

(3) demand the Director, supervisor, president, and other senior management member to surrender the profits made by him in breach of his duties;

(4) recover any monies received by the Director, supervisor, president, and other senior management member which should have been otherwise received by the Company, including (without limitation) commissions;

(5) demand payment of the interest earned or which may have been earned by the Director, supervisor, president, and other senior management member on the monies that should have been paid to the Company; and

(6) recover any profits earned by the Director, supervisor, president, and other senior management member in breach of his duties by legal proceedings.

Article 176 The Company shall, with the prior approval of shareholders in general meeting, enter into a contract in writing with a Director or supervisor wherein his emoluments are stipulated, including;

Mandatory Provisions Article 128

(1) emoluments in respect of his service as Director, supervisor or senior management member of the Company;

(2) emoluments in respect of his service as Director, supervisor or senior management member of any subsidiary of the Company;

(3) emoluments in respect of the provision of other services in connection with the management of the affairs of the Company or any of its subsidiaries;

(4) compensation for loss of office, or as consideration for or in connection with his retirement from office.

Except under a contract entered into in accordance with the foregoing, no proceedings may

be brought by a Director or supervisor against the Company for any benefits in respect of the matters mentioned in this Article.

Article 177 The contract for emoluments entered into between the Company and its Directors or supervisors should provide that in the event of a takeover of the Company, the Company’s Directors and supervisors shall, subject to the prior approval of the shareholders in general meeting, have the right to receive compensation or other payment for loss of office or retirement. A takeover of the Company as referred to above means:

Mandatory Provisions Article 129

(1) a takeover offer made by any person to all shareholders; or

(2) a takeover offer made by any person with a view to the offeror becoming a “controlling shareholder” within the meaning of Article 56 of the Articles of Association.

If the relevant Director or supervisor does not comply with the provisions of this Article, any sum so received by him shall belong to those persons who have sold their shares as a result of the said offer made. The expenses incurred in distributing that sum pro rata amongst those persons shall be borne by the relevant Director or supervisor and shall not be paid out of that sum.

【 Chapter Name 】 CHAPTER 15 FINANCIAL AND ACCOUNTING SYSTEM AND PROFIT DISTRIBUTION

Article 178 The Company shall establish its financial and accounting system in accordance with the laws, administrative regulations and PRC accounting standards formulated by the finance regulatory department of the State Council.

Mandatory Provisions Article 130

Article 179 At the end of each fiscal year, the Company shall prepare a financial report Mandatory Provisions which shall be examined and verified by an accountant’s firm in the manner prescribed by law. Article 131 The Company’s annual financial statements and interim report dealing with interim profit Company Law distribution include but not limited to the followings: Article 165

(1) balance sheet；

(2) income statement；

(3) profit distribution statement；

(4) cash flow statement；

(5) Notes to the accounting statements；

(6) the provisions and other requirements of the stock exchange(s) on which the shares of the Company are listed.

If the Company does not make in interim profits distribution, save for item (3) of the preceding paragraph, the interim report include all accounting statements and notes.

The fiscal year of the Company shall coincide with the calendar year, i.e. from January 1 to December 31 on the Gregorian calendar.

Article 180 The Board shall place before the shareholders at every annual general meeting such financial reports as are required by the laws, administrative regulations or directives promulgated by competent regional and central governmental authorities to be prepared by the Company.

Mandatory Provisions Article 132

Article 181 The Company’s financial reports shall be made available for shareholders’ inspection in the Company twenty (20) days before the date of every annual shareholders’ general meeting. Each shareholder shall be entitled to obtain a copy of the financial reports referred to in this Chapter.

Mandatory Provisions Article 133 Listing Rules Appendix 3 Paragraph 5

The Company shall send a copy of the report of the Board together with the balance sheet (including documents to be annexed as required by the laws), income statement or income and expenditure statement and summary financial report (including the abovementioned financial reports) to each holder of overseas-listed foreign shares by pre-paid mail at least twenty-one (21) days before the convening of the annual general meeting; the same shall be served upon or sent to each holder of overseas-listed foreign shares twenty-one (21) days before the annual general meeting at the latest. The address of the recipient shall be the registered address as shown on the register of members.

Article 182 The financial statements of the Company shall, in addition to being prepared in accordance with PRC accounting standards and regulations, be prepared in accordance with either international accounting standards or that of the place overseas where the Company’s shares are listed. If there is any material difference between the financial statements prepared respectively in accordance with the two accounting standards, explanations shall be made in the financial statements. When the Company is to distribute its after-tax profits, the lower of the after-tax profits as shown in the two financial statements shall be adopted.

Mandatory Provisions Article 13|4

Article 183 The interim results or financial information published or disclosed by the Company shall be prepared in accordance with PRC Accounting Standards and regulations as well as the international accounting standards or such accounting standards in the place of listing overseas.

Mandatory Provisions Article 135

Article 184 The Company shall announce four (4) times its financial results for each fiscal year. Within thirty (30) days following the end of the first three (3) months of the fiscal year, the Company shall announce its first quarter financial report. Within sixty (60) days following the end of the first six (6) months of the fiscal year, the Company shall announce its interim financial report, and within thirty (30) days following the end of the first nine (9) months of the fiscal year, the Company shall announce its third quarter financial report; and within one hundred and twenty (120) days following the fiscal year end the annual financial report for the year will be announced and submitted to the securities regulatory authorities under the State Council and the stock exchanges on which the Company’s shares are listed according to the relevant regulations.

Guidelines Article 150

The above financial reports shall be prepared in accordance with the relevant laws, administrative regulations and departmental rules.

Mandatory Article 185 The Company shall not keep accounts other than those provided by law. Provisions Article 137 Article 186 Assets of the Company shall not be deposited in an account maintained in the Company Law Article 167 name of any individual. Article 187 Capital reserve fund includes the following items: Mandatory Provisions Article 138

(1) premium received on shares issued at a premium to their par value; (2) any other income required to be included in the capital reserve fund by the competent finance department of the State Council.

The reserve funds of the Company can only be used for the following purposes: making up losses，expansion of the Company’s production and operation or increasing the capital of the Company. Capital reserve fund shall not be used for making up the losses sustained by the Company.

169

Article 188 The Company may, upon a resolution adopted in the shareholders’ general meeting, convert its reserve funds into capital and issue new shares to existing shareholders in proportion to their respective shareholdings or increase the par value of each share, provided, however, that when the statutory reserve fund is converted into capital, the balance of the statutory reserve fund shall not fall below 25% of the Company’s registered capital before the conversion.

Article 189 The Company’s profit distribution policy is :

Article 189 The Company’s profit distribution policy is : Mandatory Provisions Article 139 (I)The Company’s profit distribution shall focus on providing investors with reasonable “Decision investment return as well as maintaining the sustainable development of the Company. The Regarding the Amendment of Company’s profit distribution shall not exceed the range of the accumulated distributable profits Cash for or damage the Company’s ability to continue operations. A sustained and steady profits Distribution Provisions of distribution policy shall be implemented. Listed Companies”

(II)The Company may adopt to distribute profit in cash, in shares or in a combination of both cash and shares or as otherwise permitted by the laws and regulations.

(III) The Company’s profit distribution shall be prepared by the Board of Directors in accordance with the Company’s operating conditions and the relevant requirements of CSRC and shall be considered and approved at the shareholders’ general meeting.

When considering the specific cash dividends distribution plans, the Board of Directors of the Company shall take full account of the factors, including the Company’s business development plan, its current and future profitability, the cash flow status, the stage of development, the funding requirements of project investment, bank borrowing and the debt financing environment, and shall study carefully and discuss in details the matters concerning the Company’s dividends distribution, including the right timing and conditions for the distribution, the lowest payout ratio and the conditions for adjustment and the requirements for decision-making procedures. Independent Directors shall express their independent opinions thereon. When the profit distribution plan proposed by the Board of Directors is considered at the shareholders’ general meeting of the Company, a variety of channels, including but not limited to telephones, facsimile, e-mails, interactive platforms, etc., shall be provided for communications and exchanges with shareholders (in particular, the minority shareholders), whose opinions and demands shall be fully heard so as to effectively protect the public shareholders’ rights to attend the shareholders’ general meeting.

After the profit distribution plan is approved at the general meeting of the Company, the Board of Directors of the Company shall complete the distribution of the dividends (or shares) within two months after convening of the shareholders’ general meeting.

The Company accepts the advice and supervision of all shareholders, Independent Directors, Supervisors and the public shareholder about the Company’s distribution plans. The Board of Supervisors shall supervise the implementation of the Company’s profit distribution policy, shareholders’ return plan and decision-making procedures executed by the Board of Directors and management.

(IV) The profit distributed by the Company in cash each year shall not be less than 10% of the realized distributable profit for the year provided that the following cash dividend conditions are satisfied and the capital needs for the normal production operation and development of the Company are met. The cumulative profit for distribution in cash for any three consecutive years shall not be less than 30% of the average annual distributable profit for such three years;

(1) The distributable profit (i.e. the Company’s profit after tax net of the loss and contribution of security provident fund) realized by the Company for the year or half year is positive in value and the cash flow is sufficient. The payment of cash dividends will not affect the subsequent continuing operation of the Company;

(2) The cumulative distributable profit of the Company is positive in value;

(3) The audit firm issues an unqualified audited financial report of the Company for the year.

(V) The Board of Directors of the Company may propose the Company to make interim cash distribution according to the Company’s earnings and capital requirement conditions provided that the cash dividend conditions are satisfied.

(VI) Depending on the profitability and business growth for the year, the Company may distribute profits by way of shares to match share capital expansion with business growth provided that the minimum cash dividend payout ratio and an optimal share capital base and shareholding structure are maintained.

(VII) The Company shall disclose the status of the implementation of the profit distribution plan and the cash dividend policy in its annual report and interim report in strict accordance with the relevant provisions. If the Company makes a profit for the year but the Board of Directors

does not make a cash dividend plan, the Company shall explain the reasons for not paying cash dividends, the purposes of funds retained by the Company not used for paying cash dividends and the use plan in its periodic reports. The Independent Directors shall express independent opinions on this, which shall be disclosed to the public.

(VIII) In the event that the Company does need to adjust or change the cash dividend policy as set out in this Article due to significant changes in the external operating environment or its own operating conditions, the Board shall make a resolution after detailed discussion and the Independent Directors and the Supervisory Committee shall express their opinions. The resolution shall be submitted to the general meeting for approval and shall be passed by shareholders holding more than two-thirds of voting rights present at the general meeting. The Company shall also provide an online voting alternative to facilitate minority shareholders to participate in voting of the general meeting. The adjusted profit distribution policy shall not contravene the relevant provisions of CSRC and the Shenzhen Stock Exchange.

(IX) In the event that any shareholder misappropriates the funds of the Company, the Company shall deduct the cash dividends distributed to the shareholder to repay the funds misappropriated by him.

(X) The Company shall calculate, declare and pay dividends and other amounts which are payable to holders of domestic shares in Renminbi within the period as prescribed by Article 95 of the Articles of Association. The Company shall calculate and declare dividends and other payments which are payable to holders of overseas-listed foreign shares in Renminbi, and shall pay such amounts in the foreign currency within the period as prescribed by Article 95 of the Articles of Association. The applicable exchange rate shall be the average closing rate for the relevant foreign currency announced by the People’s Bank of China of the five (5) working days prior to the announcement of payment of dividend and other amounts. The Company shall pay foreign

currencies to holders of overseas-listed foreign shares in accordance with the relevant foreign exchange control regulations of the State. The Board may distribute interim dividend or bonus dividend subject to the approval of shareholders’ general meeting.

Article 190 Profit after taxation of the Company is used in the following order:

(1) to offset losses;
(2) to provide for statutory reserve;
(3) to provide for discretionary reserve;
(4) to pay for dividends of ordinary shares.

Paragraphs (3) and (4) as a proportion of distribution for a certain year is determined by the Board in accordance with operating conditions and development needs, subject to the approval of shareholders’ general meeting.

Article 191 The Company shall not distribute dividends or proceed with other distributions in the form of bonus dividends before offsetting against losses and providing for statutory reserve fund.

Article 192 When distributing each year’s after-tax profits, the Company shall set aside 10 per cent of its after-tax profits for the Company’s statutory reserve fund. When the aggregate balance in the statutory reserve fund has reached 50 per cent or more of the Company’s registered capital, the Company need not make any further allocations to that fund.

Where the Company’s statutory reserve fund is not enough to make up losses of the Company for the preceding year, the current year’s profits shall be applied firstly to make up the losses before being allocated to the statutory reserve fund in accordance with the preceding

Company Law Article 167

paragraph.

Article 193 The discretionary reserve fund is provided separately in accordance with the resolution of the shareholders’ meeting.

Article 194 The remaining profit after taxation, after recovery of losses and appropriation of reserve fund shall be distributed to shareholders in proportion to their shareholdings. No profit shall be distributed in respect of the shares of the Company which are held by the Company.

If a shareholders’general meeting violates the provisions in the preceding paragraph of this Article and profits are distributed to the shareholders before the Company makes up losses or makes allocations to the statutory reserve fund, the profits distributed in violation of the provisions must be returned to the Company.

Article 195 The Company shall appoint a receiving agent on behalf of the holders of overseas-listed foreign shares to receive on behalf of such shareholders dividends declared and all other monies owing by the Company in respect of such overseas-listed foreign shares.

Mandatory Provisions Article 140

The receiving agent appointed by the Company shall satisfy the relevant requirements of the laws of the place and relevant regulations of the stock exchange where the Company’s shares are listed.

The receiving agent appointed by the Company on behalf of holders of overseas-listed foreign shares listed on the Hong Kong Stock Exchange Limited shall be a company registered as a trust company under the Trustee Ordinance of Hong Kong.

Listing Rules Appendix 13d Paragraph 1 (c)

On the condition that applicable laws and administrative regulations of PRC are complied with, with respect to unclaimed dividends, the Company may exercise its powers to forfeit the same, but such power should not be exercised before the expiry of the applicable limitation of action.

The Company has power to terminate the dispatch of dividend warrants by way of mail to holders of overseas-listed foreign shares, but such power shall not be exercised until such warrants have been so left uncashed for two consecutive occasions. Nevertheless, such power may be exercised after the first occasion on which the dividend warrant is undelivered to the recipient and returned.

Listing Rules Appendix 3 Paragraph 13(1)

Where power is taken by the Company to issue share warrants to bearer, no new share warrants shall be issued to replace one that has been lost, unless the Company is satisfied beyond reasonable doubt that the original has been destroyed.

The Company may sell the shares of a member who is untraceable in a manner the Board considers fit, but the followings shall be complied with:

Listing Rules Appendix 3 Paragraph 13(2)

(1) during a period of twelve (12) years at least three (3) dividends in respect of the shares in question have become payable and no dividend during that period has been claimed by the member; and

(2) on expiry of the twelve (12) years the Company gives notice of its intention to sell the shares by way of an advertisement published in one or more newspapers published in the place where it is listed and notifies the authority and the relevant stock exchange(s) of such intention.

Article 196 The Company shall implement an internal audit system, and shall engage full-time auditors to conduct internal audit of its income and expenditure and economic activities.

Guidelines Article 156

Article 197 The internal audit system and duties of the internal auditors of the Company shall be implemented upon approval by the Board. The chief auditor shall be accountable and report to the Board.

Guidelines Article 157

【 Chapter Name 】 CHAPTER 16 APPOINTMENT OF ACCOUNTANTS’ FIRM

Article 198 The Company shall appoint an independent firm of certified public accountants which is qualified under the relevant regulations of the State to be engaged in “securities related business” to audit the Company’s annual financial statements, review the Company’s other financial reports, verify the Company’s net assets and provide other related consulting services.

Mandatory Provisions Article 141 Guidelines Article 158

The first certified public accountants’ firm of the Company may be appointed by the inaugural meeting of the Company before the first annual general meeting of shareholders and the certified public accountants’ firm so appointed shall hold office until the conclusion of the first annual general meeting.

If the inaugural meeting fails to exercise its aforesaid powers, those powers shall be exercised by the Board.

Mandatory Provisions Article 142

Article 199 The certified public accountants’ firm appointed by the Company shall hold office from the conclusion of the annual general meeting of shareholders at which the Guidelines appointment is made until the conclusion of the next annual meeting of shareholders. The Article 158 employment may be renewed after expiry.

The Company shall guarantee that the accounting evidence, accounting books, financial reports and other accounting information provided to the accountants’firm it engages are true and complete and it shall not refuse or withhold any such information nor shall it provide any false information.

The audit fees of the accountants’ firm shall be determined by the shareholders at the general meeting.

Article 200 The certified public accountants’ firm appointed by the Company shall have the following rights:

Mandatory Provisions Article 143

(1) the right to inspect at any time the books, records and vouchers of the Company, and to require the Directors, president, and other senior management members of the Company to provide any relevant information and explanation thereof;

(2) the right to require the Company to take all reasonable steps to obtain from its subsidiaries such information and explanation as are necessary for the performance of duties of such accountants’ firm;

(3) the right to attend shareholders’ general meetings and to receive all notices of, and other communications relating to, any shareholders’ general meeting which any shareholder is entitled to receive, and to be heard at any shareholders’ general meeting in relation to matters concerning its role as the accountants’ firm of the Company.

Article 201 If there is a vacancy in the position of the accountants’ firm, the Board may appoint an accountants’ firm to fill such vacancy before the convening of the shareholders’ general meeting. Any other accountants’ firm which has been appointed by the Company may continue to act during the period when there is such vacancy.

Article 201 If there is a vacancy in the position of the accountants’ firm, the Board may Mandatory Provisions appoint an accountants’ firm to fill such vacancy before the convening of the shareholders’ Article 144 general meeting. Any other accountants’ firm which has been appointed by the Company may continue to act during the period when there is such vacancy. Article 202 The shareholders in general meeting may, by ordinary resolution, remove a Mandatory Provisions certified public accountants’ firm before the expiration of its office, notwithstanding the Article 145 stipulations in the contract between the Company and the firm, but without prejudice to the firm’s right to claim, if any, for damages in respect of such removal.

Article 203 The Company’s appointment, removal and non-reappointment of any certified public accountants’ firm shall be resolved by shareholders in general meeting. The resolution of the shareholders’ general meeting shall be filed with the securities regulatory authority under the State Council.

Mandatory Provisions Article 147

Where it is proposed that any resolution be passed at the shareholders’ general meeting concerning the appointment of a certified public accountants’ firm, which is not an incumbent firm, or to fill a casual vacancy in the office of the certified public accountants’ firm, or to reappoint a retiring certified public accountants’ firm which was appointed by the Board to fill a casual vacancy, or to remove the certified public accountants’ firm before the expiration of its term of office, the following provisions shall apply:

Listing Rules Appendix 13d Paragraph 1e (i)

(1) A copy of the proposal about appointment or removal shall be sent to the firm proposed to be appointed or proposing to leave its post or the firm which has left its post in the relevant fiscal year before notice of meeting is given to the shareholders, “leaving the post” includes removal, resignation and retirement.

(2) If the leaving firm makes representations in writing and requests the Company to notify the shareholders of such representations, the Company shall (unless the representations are received too late):

in any notice given to shareholders about a resolution to be made, state the representations that has been made by the accountants’ firm which is about to leave; and
attach a copy of the representations to the notice and deliver it to the shareholders in the manner stipulated in the Articles of Association.

(3) If the firm’s representations are not sent in accordance with paragraph (2) above, the relevant firm may require that the representations be read out at the shareholders’ general meeting and may lodge further complaints.

(4) A certified public accountants’ firm which is leaving its post shall be entitled to attend:
the shareholders’ general meeting relating to the expiry of its term of office;
any shareholders’ general meeting at which it is proposed to fill the vacancy caused by

its removal; and

any shareholders’ general meeting convened on its resignation;

and to receive all notices of, and other communications relating to, any such meetings, and to speak at any such meeting in relation to matters concerning its role as the former certified public accountants’ firm of the Company.

Article 204 Prior to the removal or the non-renewal of the appointment of a certified public accountants’ firm, ten (10) days advance notice of such removal or nonrenewal shall be given to the certified public accountants’ firm concerned and such firm shall be entitled to make representation at the shareholders’ general meeting when the shareholders vote on the resolution to remove the public accountants’ firm. Where the certified public accountants’ firm resigns from its post, it shall make clear to the shareholders’ general meeting whether there has been any impropriety on the part of the Company.

Mandatory Provisions Article 148 Guidelines Article 162

(1) Any certified public accountants’ firm may resign from its office by depositing at the Company’s premise a resignation notice. Such notice shall include any of the following:

Listing Rules Appendix 13d Paragraph 1e (ii), (iii)&(iv)

a statement to the effect that there are no circumstances connected with its resignation which it considers should be brought to the notice of the shareholders or creditors of the Company;

a statement of any matters of which an account should be given.

The resignation notice shall become effective on the date of deposit at the legal address of the Company or on such later date as may be stipulated in such notice.

(2) Where the Company receives a written notice under paragraph (1) of this Article, the Company shall within fourteen (14) days send a copy of the notice to the competent authority. If the notice contains a statement referred to in paragraph (1) 2 above, a copy of such statement shall be placed at the Company’s registered office for shareholders’ inspection. The Company shall also send a copy of such statement to every holder of overseas-listed foreign shares by prepaid post, and it shall be sent to the addresses recorded in the register of members.

(3) Where the notice of resignation of a certified public accountants’ firm contains a statement referred to in paragraph (1) 2 above, the certified public accountants’ firm may require the Board to convene a shareholders’ extraordinary general meeting for the purpose of giving an explanation of the circumstances connected with its resignation.

Article 205 The remuneration of the accountants’ firm appointed by the Board to fill the vacancy shall be determined by the Board and subject to the approval of shareholders’ meeting. Except in accordance with Article 198 of the Articles of Association, the remuneration of the accountants’ firm appointed by the Board which is to fill the vacancy shall be determined by the Board.

【 Chapter Name 】 CHAPTER 17 MERGER AND DIVISION OF THE COMPANY

Article 206 In the event of a merger or division of the Company, a plan shall be proposed by the Board of the Company and shall be approved in accordance with the procedures stipulated in the Articles of Association and the relevant examining and approving formalities shall be processed as required by law. Shareholders who oppose the plan of merger or division of the Company shall have the right to request that the Company or the shareholders who consent to such plan purchase their shares at a fair price. A special document of the Company’s resolution on the merger or division should be prepared for inspection by the shareholders.

Mandatory Provisions Article 149

The aforesaid document should also be dispatched to the holders of overseas-listed foreign shares by mail.

Article 207 The merger of the Company may take the form of either merger by absorption or merger by the establishment of a new company.

Mandatory Provisions Article 150

Merger by absorption means the absorption by one company of other company(ies), in which case the absorbed company(ies) shall be dissolved. Merger by new establishment means the merger of two or more companies to form a new company, in which case the parties to the merger shall be dissolved.

In the event of a merger, the parties to the merger shall enter into a merger agreement and prepare balance sheets and inventories of assets. The Company shall notify its creditors within ten (10) days of the date of the Company’s resolution on merger and shall make three (3) newspaper announcements in one or more newspapers designated by the securities regulatory authority under the State Council at least within thirty (30) days of the date of the Company’s resolution on merger. A creditor has the right, within thirty (30) days of receiving the notice from the Company or, in the case of a creditor who does not receive the notice, within forty five (45) days from the date of the first announcement, to require the Company to repay its debt or provide a corresponding guarantee for such debt.

After the merger, claims and liabilities of parties to the merger shall be taken over by the continuing company or the newly established company.

Article 208 When the Company is divided, its assets shall be split up accordingly.

Article 208 When the Company is divided, its assets shall be split up accordingly. Mandatory Provisions Article 151 In the event of a division of the Company, all the parties involved shall execute a division agreement and prepare balance sheets and inventories of assets. The Company shall notify its Listing Rules creditors within ten (10) days of the date of the Company’s resolution on division and shall make Appendix 3 three (3) newspaper announcements in one or more newspapers designated by the securities Paragraph 7(1) regulatory authority under the State Council at least within thirty (30) days of the date of the Company’s resolution on division.

Unless otherwise agreed by the Company and creditors on settling liabilities in writing prior Company Law to the division, the ancillary obligation with respect to debts incurred by the Company before its Article 177 division shall be borne by the companies after the division. Article 209 When the merger or division of the Company involves changes in registered Mandatory Provisions particulars, such changes shall be registered with the company registration authority in Article 152 accordance with the law. Upon dissolution, the Company shall cancel its registration in accordance with the law. When a new company is established, its establishment shall be registered in accordance with the law.

The increase and decrease of the registered capital of the Company shall be registered with the company registration authority in accordance with the law.

【 Chapter Name 】 CHAPTER 18 DISSOLUTION AND LIQUIDATION OF THE COMPANY

Article 210 The Company shall be dissolved and liquidation should be made in accordance with governing laws upon the occurrence of any of the following:

Mandatory Provisions Article 153

(1) the expiry of the term of operation or the occurrence of an event that results in
dissolution as prescribed under the Article of Association;
(2) a resolution on dissolution is passed by shareholders at the general meeting;
(3) dissolution is necessary due to a merger or division of the Company;

(4) the Company is declared bankrupt because of inability to repay debts due;

(5) the Company’s business licence is revoked or cancelled or it is ordered to close down Guidelines Article 178 according to law;

(6) where the Company gets into serious trouble in operations and management and its continuation may cause substantial loss to the interests of its shareholders, and no solution can be found through any other channel, shareholders representing 10% or more of the total voting rights of the Company may request the People’s Court to dissolve the Company, and the People’s Court orders that the Company shall dissolve in accordance with the law.

Article 211 Where the Company is to be dissolved pursuant to paragraph (1) of Article 210, the Company may continue to exist by amending the Articles of Association.

The amendment to the Articles of Association pursuant to the previous paragraph shall be passed by two-thirds of the votes by shareholders at an extraordinary general meeting.

Guidelines Article 179 备条

Article 212 Where the Company is dissolved under paragraph (1), (2), (5) and (6) of Article Mandatory Provisions 210, a liquidation committee shall be set up within fifteen (15) days thereafter, and the Article 154 composition of the liquidation committee of the Company shall be determined by an ordinary resolution of shareholders in a general meeting. Where no liquidation committee is established

within the scheduled time, creditors may apply to the People’s Court to organize the relevant personnel to establish a liquidation committee to proceed with the liquidation.

Where the Company is dissolved under paragraph (3) of Article 210, the liquidation work shall be undertaken by the parties to the merger or division in accordance with the relevant contract executed at the time of merger or division.

Guidelines Article 180

Where the Company is dissolved under paragraph (4) of Article 210, the People’s Court shall organize the shareholders, relevant organizations and relevant creditors to establish a liquidation committee to proceed with the liquidation in accordance with the relevant laws.

Article 213 Where the Board proposes to liquidate the Company for any reason other than the Company’s declaration of insolvency, the Board shall include a statement in its notice convening a shareholders’ general meeting to consider the proposal to the effect that, after making full inquiry into the affairs of the Company, the Board is of the opinion that the Company will be able to pay its debts in full within twelve (12) months from the commencement of the liquidation.

Mandatory Provisions Article 155

Upon the passing of the resolution by the shareholders at a general meeting in relation to the liquidation of the Company, all duties and powers of the Board shall cease.

The liquidation committee shall act in accordance with the instructions of the shareholders’ general meeting to make a report at least once every year to the shareholders’ general meeting on the committee’s income and expenses, the business of the Company and the progress of the liquidation; and to present a final report to the shareholders’ general meeting on completion of the liquidation.

Article 214 The liquidation committee shall notify creditors within ten (10) days from the date of its establishment and make three (3) newspaper announcements at least at one or more newspapers designated by the securities regulatory authority under the State Council within sixty (60) days of that date. Creditors should, within thirty (30) days after receipt of the notice, or for those who do not receive the notice, within forty-five (45) days from the date of the announcement, declare their claims to the liquidation committee.

Mandatory Provisions Article 156 Company Law Article186

When declaring their claims, creditors shall explain relevant particulars of their claims and provide supporting materials. The liquidation committee shall register the claims. During the period of declaration of claims, the liquidation committee shall not repay any debts to the creditors.

Article 215 During the liquidation period, the liquidation committee shall exercise the following functions and duties:

Mandatory Provisions Article 157

(1) to ascertain the Company’s assets and separately prepare a balance sheet and an
inventory of assets;

(2) to notify creditors by sending notice or by making announcement;

(3) to deal with and settle the Company’s outstanding business deals in relation to the liquidation; (4) to settle outstanding taxes and taxes incurred during the liquidation process; (5) to ascertain all claims and debts;

Company Law Article185

(6) to dispose of the remaining assets of the Company after the repayment of debts; and (7) to represent the Company in any civil proceedings.

Article 216 After it has ascertained the Company’s assets and prepared the balance sheet and Mandatory Provisions an inventory of assets, the liquidation committee shall formulate a liquidation plan and present it Article 158 to the shareholders’ general meeting or to the relevant competent authority such as the court for confirmation.

The liquidation costs including salaries of liquidation staff and consultant shall be settled, before settling the debt of other creditors, by the Company’s assets .

After a resolution on dissolution is passed by shareholders at a general meeting or the Company is declared bankrupt according to law or it is ordered to close down, no one is allowed to dispose of the Company’s assets without the permission of the liquidation committee.

The assets of the Company shall be liquidated in the following order: payment of the liquidation expenses, salaries of the staff members of the Company、social security insurance expenses and statutory compensations, outstanding taxes and debts owing to other companies.

Company Law Article187

Any surplus assets of the Company remaining after its debts have been repaid in accordance with the provisions of the preceding paragraph shall be distributed to its shareholders according to the proportion of shares held.

During the liquidation period, the Company shall continue but shall not commence any new business activities.

Members of the liquidation committee shall perform their duties faithfully and carry out the liquidation in accordance with the laws.

Members of the liquidation committee shall not take advantage of their position to take bribes or other illegal income, or misappropriate the assets of the Company. If members of the liquidation committee cause loss to the Company or its creditors, either willfully or due to gross negligence, they shall be liable for compensation.

Article 217 In the event of the Company’s liquidation owing to dissolution, if the liquidation committee, after ascertaining the Company’s assets and preparing a balance sheet and an inventory of assets, discovers that the Company’s assets are insufficient to repay its debts, it shall immediately apply to the People’s Court for a declaration of bankruptcy.

Mandatory Provisions Article 159

After the Company is declared bankrupt by a ruling of the People’s Court, the liquidation committee shall transfer the liquidation matters to the People’s Court, and an insolvent liquidation shall be proceeded in accordance with the corporate insolvency laws.

Article 218 Following the completion of the Company’s liquidation, the liquidation committee shall present a report on liquidation and prepare a statement of the receipts and payments and the financial accounts for the period of the liquidation which shall be audited by PRC certified public accountants and then submitted to the shareholders’ general meeting or relevant competent authorities such as the People’s Court for confirmation.

Mandatory Provisions Article 160

The liquidation committee shall within thirty (30) days after the date of the shareholders’ general meeting or the affirmation from the concerned competent authorities such as the court, submit the aforementioned documents to corporation registration authorities for cancellation of the Company’s registration and announce that the Company ceases to exist.

【 Chapter Name 】 CHAPTER 19 PROCEDURES FOR AMENDMENT TO THE ARTICLES OF ASSOCIATION

Article 219 The Company may, pursuant to the requirements of the laws, administrative regulations and the Articles of Association, amend these Articles of Association. The Company shall amend these Articles of Association upon the occurrence of one of the following

Mandatory Provisions Article 161

circumstances:

(1) there is a discrepancy between the provisions of the Articles of Association and those of laws and administrative regulations after the amendment to the Company Law or relevant laws and administrative regulations;

(2) there are changes in the situation of the Company resulting in inconsistency in relation to the scenarios mentioned in the Articles of Association;

(3) the shareholders’ general meeting resolves to amend the Articles of Association.

Article 220 The amendment of these Articles of Association which involves the content of “Mandatory Provisions for Articles of Association of Companies Listed Overseas”，shall become effective upon the approval by the Company’s examining and approval authority authorized by the State Council and securities regulatory authority under the State Council, any amendment made involving the registration of the Company shall be registered in accordance with the laws.

Mandatory Provisions Article 162

Article 221 The Board may amend the Articles of Association in accordance with the resolution on amendments to the Articles of Association passed at the shareholders’ general meeting and the approval opinions of the relevant competent authorities.

Article 222 Where laws and regulations require the amendments to the Articles of Association to be disclosed, such amendments shall be announced in accordance with such laws and regulations.

【 Chapter Name 】 CHAPTER 20 SETTLEMENT OF DISPUTES

Article 223 The Company shall act according to the following principles to settle disputes:

Mandatory Provisions Article 163

(1) Whenever any disputes or claims arise between holders of the overseas-listed foreign shares and the Company, holders of the overseas-listed foreign shares and the Company’s Directors, supervisors, president or other senior management members, or holders of the overseas-listed foreign shares and holders of domestic shares, based on the Articles of Association or any rights or obligations conferred or imposed by the Company Law or any other relevant laws and administrative regulations concerning the affairs of the Company or any claim of rights, such disputes or claims shall be referred by the relevant parties to arbitration.

Where a dispute or claim of rights abovementioned is referred to arbitration, the entire claim or dispute must be referred to arbitration and any person (being the Company or a shareholder, Director, supervisor, president or other senior management members of the Company) who has a cause of action based on the same facts giving rise to the dispute or claim or whose participation is necessary for the resolution of such dispute or claim, shall abide by the arbitration.

Disputes in relation to the identification of shareholders and disputes in relation to the register of members need not be referred to arbitration.

(2) A claimant may elect arbitration at either the China International Economic and Trade Arbitration Commission in accordance with its rules or the Hong Kong International Arbitration Centre in accordance with its Securities Arbitration Rules. Once a claimant refers a dispute or claim to arbitration, the other party must submit to the arbitral body elected by the claimant.

If a claimant elects arbitration at Hong Kong International Arbitration Centre, any party to the dispute or claim may apply for a hearing to take place in Shenzhen in accordance with the Securities Arbitration Rules of the Hong Kong International Arbitration Centre.

(3) If any disputes or claims of rights prescribed in paragraph (1) above are referred to

arbitration, the laws of the People’s Republic of China shall apply, save as otherwise provided in the laws and administrative regulations.

(4) The award of an arbitration body shall be final and conclusive and binding on all parties.

【 Chapter Name 】 CHAPTER 21 SUPPLEMENTARY PROVISIONS

Article 224 “Accountants’ firm” in these Articles of Association shall have the same meaning as “auditors”.

Article 225 All the words “over”, “within” and “under” in these Articles of Association include themselves; “less than”, “except”, “lower than” and “more than” does not include themselves; “include” shall mean “include but not limited to the relevant matters”.

Article 226 The appendices of the Articles of Association include rules of procedure of general meeting, Board of Directors and Supervisory Committee.

Article 227 Corporate communications may be sent by any of the following means:

(1) by hand;

Listing Rules Appendix 3 Paragraph 7(2)

(2) by post;
(3) by public announcements;
(4) by any other means provided in the Articles of Association.

Article 228 Any notice of the Company given by public announcement shall be deemed to be received by all relevant persons once the public announcement is made.

Where a notice of the Company is served by hand, the addressee shall be required to sign his name (or affix his chop) on the receipt, and the date on which the addressee signs the receipt shall be the date of service; where a notice is to be sent by post, such notice is deemed to be served five (5) working days after the date on which it is deposited at the post office. For any notices issued by the Company by way of public announcement, the date of first publication shall be the date of service.

Article 229 Interpretation

(1) De facto controller means the person who is not the shareholder of the Company, but could control the act of the Company actually through investment, agreement or other arrangement.

(2) Affiliated relation means the relation between the controlling shareholder of the Company, de facto controller, directors, supervisors, senior management members and the enterprise that they control directly or indirectly, and other relation that may cause the transfer of interest of the Company. However, the relation between fellow State-controlled enterprises shall not be deemed as affiliated relation merely because they are both controlled by the State.

Article 230 The Board of Directors may formulate detailed rules of the Articles of Association in accordance with the provisions thereof. Such detailed rules shall not contravene the provisions in the Articles of Association.

The Articles of Association are written in Chinese. In case of any discrepancy between versions in other languages or different versions ofthe Articles of Association, the latest Chinese version approved for registration with the Shenzhen Municipal Administration for Industry and Commerce shall prevail.

The Board of Directors of the Company shall be responsible for interpreting these Articles of

Association.

AI assistant

Shanghai Henlius Biotech, Inc. Governance Information 2012

50763_rns_2012-12-20_cef2fa67-02b8-4f14-96ed-02e58734c06f.pdf

Articles of Association of

BYD Company Limited

31 August 2012

【 Chapter Name 】 CHAPTER 1 GENERAL PROVISIONS

【 Chapter Name 】 CHAPTER 3 SHARES, SHARES TRANSFER AND REGISTERED CAPITAL

Article 19

【 Chapter Name 】 CHAPTER 5 FINANCIAL ASSISTANCE FOR ACQUISITION OF THE COMPANY’S SHARES

【 Chapter Name 】 CHAPTER 6 SHARE CERTIFICATES AND REGISTER OF MEMBERS

expenses.

【 Chapter Name 】 CHAPTER 7 SHAREHOLDERS’ RIGHTS AND OBLIGATIONS

【 Chapter Name 】 CHAPTER 8 SHAREHOLDERS’ GENERAL MEETINGS

【 Chapter Name 】 CHAPTER 9 SPECIAL PROCEDURES FOR VOTING BY CLASS SHAREHOLDERS

【 Chapter Name 】 CHAPTER 10 BOARD OF DIRECTORS

assets.

【 Chapter Name 】 CHAPTER 11 SECRETARY TO THE BOARD

【 Chapter Name 】 CHAPTER 12 PRESIDENT

【 Chapter Name 】 CHAPTER 13 SUPERVISORY COMMITTEE

【 Chapter Name 】 CHAPTER 14 QUALIFICATIONS AND DUTIES OF THE DIRECTORS, SUPERVISORS, PRESIDENT AND OTHER SENIOR MANAGEMENT MEMBERS OF THE COMPANY

【 Chapter Name 】 CHAPTER 15 FINANCIAL AND ACCOUNTING SYSTEM AND PROFIT DISTRIBUTION

paragraph.

【 Chapter Name 】 CHAPTER 16 APPOINTMENT OF ACCOUNTANTS’ FIRM

【 Chapter Name 】 CHAPTER 17 MERGER AND DIVISION OF THE COMPANY

【 Chapter Name 】 CHAPTER 18 DISSOLUTION AND LIQUIDATION OF THE COMPANY

【 Chapter Name 】 CHAPTER 19 PROCEDURES FOR AMENDMENT TO THE ARTICLES OF ASSOCIATION

【 Chapter Name 】 CHAPTER 20 SETTLEMENT OF DISPUTES

【 Chapter Name 】 CHAPTER 21 SUPPLEMENTARY PROVISIONS

AI assistant

Shanghai Henlius Biotech, Inc. — Governance Information 2012

50763_rns_2012-12-20_cef2fa67-02b8-4f14-96ed-02e58734c06f.pdf

Articles of Association of

BYD Company Limited

31 August 2012

【 Chapter Name 】 CHAPTER 1 GENERAL PROVISIONS

【 Chapter Name 】 CHAPTER 3 SHARES, SHARES TRANSFER AND REGISTERED CAPITAL

Article 19

【 Chapter Name 】 CHAPTER 5 FINANCIAL ASSISTANCE FOR ACQUISITION OF THE COMPANY’S SHARES

【 Chapter Name 】 CHAPTER 6 SHARE CERTIFICATES AND REGISTER OF MEMBERS

expenses.

【 Chapter Name 】 CHAPTER 7 SHAREHOLDERS’ RIGHTS AND OBLIGATIONS

【 Chapter Name 】 CHAPTER 8 SHAREHOLDERS’ GENERAL MEETINGS

【 Chapter Name 】 CHAPTER 9 SPECIAL PROCEDURES FOR VOTING BY CLASS SHAREHOLDERS

【 Chapter Name 】 CHAPTER 10 BOARD OF DIRECTORS

assets.

【 Chapter Name 】 CHAPTER 11 SECRETARY TO THE BOARD

【 Chapter Name 】 CHAPTER 12 PRESIDENT

【 Chapter Name 】 CHAPTER 13 SUPERVISORY COMMITTEE

【 Chapter Name 】 CHAPTER 14 QUALIFICATIONS AND DUTIES OF THE DIRECTORS, SUPERVISORS, PRESIDENT AND OTHER SENIOR MANAGEMENT MEMBERS OF THE COMPANY

【 Chapter Name 】 CHAPTER 15 FINANCIAL AND ACCOUNTING SYSTEM AND PROFIT DISTRIBUTION

paragraph.

【 Chapter Name 】 CHAPTER 16 APPOINTMENT OF ACCOUNTANTS’ FIRM

【 Chapter Name 】 CHAPTER 17 MERGER AND DIVISION OF THE COMPANY

【 Chapter Name 】 CHAPTER 18 DISSOLUTION AND LIQUIDATION OF THE COMPANY

【 Chapter Name 】 CHAPTER 19 PROCEDURES FOR AMENDMENT TO THE ARTICLES OF ASSOCIATION

【 Chapter Name 】 CHAPTER 20 SETTLEMENT OF DISPUTES

【 Chapter Name 】 CHAPTER 21 SUPPLEMENTARY PROVISIONS

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Shanghai Henlius Biotech, Inc. Governance Information 2012