Shanghai Junshi Biosciences Co., Ltd. — Proxy Solicitation & Information Statement 2019

May 27, 2019

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Shanghai Junshi Biosciences Co., Ltd.*, you should at once hand this supplemental circular, the form(s) of proxy and reply slip(s) to the purchaser or transferee or to the bank, a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

This supplemental circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

SHANGHAI JUNSHI BIOSCIENCES CO., LTD.[] 上海君實生物醫藥科技股份有限公司*

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

(Stock code: 1877)

SUPPLEMENTAL CIRCULAR:

(1) PROPOSED ISSUE OF A SHARES AND LISTING ON THE SCI-TECH INNOVATION BOARD AND OTHER ANCILLARY RESOLUTIONS (2) PROPOSED AMENDMENT TO THE EXISTING SHARE INCENTIVE SCHEME

(3) PROPOSED AMENDMENT TO THE ARTICLES ANCILLARY TO THE PROPOSED ISSUE (4) PROPOSED APPOINTMENT OF SUPERVISOR

This supplemental circular should be read together with the circular of the Company dated 24 April 2019. A letter from the Board is set out on pages 6 to 38 of this supplemental circular. The Supplemental Notice of the AGM and the notices of the Class Meetings to be held at Jumeirah Himalayas Hotel, Shanghai, No. 1108 Mei Hua Road, Pudong, Shanghai, the PRC on Monday, 17 June 2019 are set out on pages 301 to 333 of this supplemental circular and have been despatched on 30 April 2019. The corresponding forms of proxy and reply slips for the AGM and Class Meeting for H Shareholders have also been despatched on 30 April 2019 and have been published on the websites of the Stock Exchange (http://www.hkexnews.hk) and of the Company (www.junshipharma.com).

Whether or not you are able to attend the AGM and/or the Class Meetings, you are reminded to complete, sign and return the corresponding reply slip(s) and the form(s) of proxy in accordance with the instructions printed thereon. For holders of H Shares, the revised reply slip for the AGM and the reply slip for the Class Meeting of H Shareholders shall be lodged at the Company’s H share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong on or before Monday, 27 May 2019. The supplemental form of proxy for the AGM and the form of proxy for the Class Meeting of H Shareholders shall be lodged at the Company’s Hong Kong H share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 24 hours before the time fixed for holding the AGM (i.e. not later than Sunday, 16 June 2019 at 10:30 a.m.) or any adjournment thereof. Completion and return of the form(s) of proxy will not preclude you from attending the AGM and/or the Class Meetings and any adjournment thereof and voting in person.

Reference to times and dates in this supplemental circular are to Hong Kong local times and dates.

• For identification purpose only.

27 May 2019

TABLE OF CONTENTS

Page

DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. .	.	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. .	.	6
APPENDIX I	THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR
	SHAREHOLDERS AFTER THE ISSUE OF A SHARES
	AND LISTING ON THE SCI-TECH INNOVATION
	BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. .	.	39
APPENDIX II	PLAN FOR STABILIZATION OF PRICE OF A SHARES
	WITHIN THREE YEARS AFTER THE ISSUE OF A
	SHARES AND LISTING ON THE SCI-TECH
	INNOVATION BOARD . . . . . . . . . . . . . . . . . . . . . . . . .	. .	.	45
APPENDIX III	THE IMPACT OF DILUTION ON IMMEDIATE RETURN
	BY THE ISSUE OF A SHARES AND RECOVERY
	MEASURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. .	.	51
APPENDIX IV	PROPOSED AMENDMENT TO THE ARTICLES OF
	ASSOCIATION IN RESPECT OF THE ISSUE OF A
	SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. .	.	54
APPENDIX V	PROPOSED FORMULATION OF THE RULES OF
	PROCEDURES FOR THE MEETING OF
	SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. .	.	146
APPENDIX VI	PROPOSED FORMULATION OF THE RULES OF
	PROCEDURES FOR THE BOARD OF DIRECTORS	. .	.	174
APPENDIX VII	PROPOSED FORMULATION OF THE RULES OF
	PROCEDURES FOR THE BOARD OF SUPERVISORS		.	189
APPENDIX VIII	PROPOSED FORMULATION OF THE MANAGEMENT
	POLICIES FOR RAISED FUNDS . . . . . . . . . . . . . . . .	. .	.	196
APPENDIX IX	PROPOSED FORMULATION OF THE MANAGEMENT
	POLICIES FOR RELATED TRANSACTIONS . . . . . .	. .	.	208
APPENDIX X	PROPOSED FORMULATION OF THE ADMINISTRATIVE
	POLICIES FOR EXTERNAL GUARANTEES . . . . . .	. .	.	223

– i –

TABLE OF CONTENTS

APPENDIX XI	PROPOSED FORMULATION OF THE ADMINISTRATIVE
	POLICIES FOR EXTERNAL INVESTMENT . . . . . . . . . .	233
APPENDIX XII	PROPOSED FORMULATION OF THE MANAGEMENT
	POLICIES FOR DISTRIBUTION OF PROFITS . . . . . . . .	241
APPENDIX XIII	PROPOSED FORMULATION OF THE TERMS OF
	REFERENCE OF INDEPENDENT NON-EXECUTIVE
	DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	247
APPENDIX XIV	REPORT ON THE USE OF PROCEEDS RAISED IN
	PREVIOUS OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . .	258
APPENDIX XV	PROPOSED AMENDMENTS TO THE EXISTING SHARE
	INCENTIVE SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . .	262
**SUPPLEMENTAL **	NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	301
NOTICE OF CLASS MEETING OF H SHAREHOLDERS. . . . . . . . . . . . . . . . . .		312
NOTICE OF CLASS MEETING OF DOMESTIC SHAREHOLDERS . . . . . . . . .		323

– ii –

DEFINITIONS

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

• “A Share(s)” the ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company proposed to be allotted, issued and listed on the Sci-Tech Innovation Board

• “AGM”

• the 2018 annual general meeting of the Company to be held at Jumeirah Himalayas Hotel, Shanghai, No. 1108 Mei Hua Road, Pudong, Shanghai, the PRC on Monday, 17 June 2019 at 10:30 a.m. (or any adjournment thereof)

• “Articles” or “Articles of Association”

• the articles of association of the Company

• “Board of Directors” or “Board”

• the board of Directors of the Company

• “Board of Supervisors”

• the board of Supervisors of the Company

• “Circular”

• the circular of the Company dated 24 April 2019

• “Class Meetings”

the Class Meeting of Domestic Shareholders and the Class Meeting of H Shareholders

• “Class Meeting of Domestic Shareholders”

the 2019 first class meeting of Domestic Shareholders to be held at Jumeirah Himalayas Hotel, Shanghai, No. 1108 Mei Hua Road, Pudong, Shanghai, the PRC on Monday, 17 June 2019 immediately after the conclusion of the AGM (or any adjournment thereof)

• “Class Meeting of H Shareholders”

the 2019 first class meeting of H Shareholders to be held at Jumeirah Himalayas Hotel, Shanghai, No. 1108 Mei Hua Road, Pudong, Shanghai, the PRC on Monday, 17 June 2019 immediately after the conclusion of the Class Meeting of Domestic Shareholders (or any adjournment thereof)

– 1 –

DEFINITIONS

• “Company”

• Shanghai Junshi Biosciences Co., Ltd.* 上海君實生物醫 藥科技股份有限公司, a joint stock limited company incorporated in the PRC with limited liability, the H Shares and Domestic Shares of which are listed and traded on the main board of the Stock Exchange (Stock Code: 1877) and the NEEQ (Stock Code: 833330), respectively

• “connected person(s)” has the meaning ascribed to it under the Listing Rules

• “CSRC” China Securities Regulatory Commission

• “Director(s)” the director(s) of the Company

• “Domestic Share(s)” ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid for in Renminbi and are listed on the NEEQ

• “Existing Share Incentive Scheme”

• the Company’s Share Incentive Scheme approved and adopted by the Shareholders on 14 May 2018. The principal terms of which are set out in “Appendix V – Statutory and General Information – C. Share Incentives” of the Prospectus

• “Global Offering”

• as defined in the Prospectus

• “Grantee(s)”

• person(s) being granted Pre-IPO Option(s) under the Existing Share Incentive Scheme and the Share Incentive Agreements

• “Group”

• the Company and its subsidiaries

• “H Shares”

• overseas-listed share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are traded in Hong Kong dollars and are listed on the Stock Exchange

• “HK$”

• Hong Kong dollar, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

– 2 –

DEFINITIONS

• “Latest Practicable Date”

• 22 May 2019, being the latest practicable date prior to the printing of this supplemental circular for the purpose of ascertaining certain information contained herein

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “NEEQ” National Equities Exchange and Quotations

• “Notice” the notice of the AGM dated 29 March 2019 (as supplemented by the Supplemental Notice)

• “Notices of the Class Meetings” the notice of the Class Meeting of Domestic Shareholders and the notice of the Class Meeting of H Shareholders both dated 30 April 2019, a copy of which is set out on pages 312 to 333 of this circular

• “PRC” The People’s Republic of China, for the purpose of this supplemental circular, excluding the regions of Hong Kong, Macau Special Administrative Region and Taiwan

• “Pre-IPO Options”

option(s) granted by the Company to certain employees as share incentive under the Existing Share Incentive Scheme and the Share Incentive Agreements. The principal terms of which are set out in “Appendix V – Statutory and General Information – C. Share Incentives” of the Prospectus

• “Proposed Issue of A Shares”, “Issue of A Shares” or “Issue”

the proposed initial public issue of not more than 87,130,000 A Shares (including A Shares which may be issued upon any over-allotment arrangement (if any)), which will be listed on the Sci-Tech Innovation Board

• “Prospectus”

the prospectus of the Company dated 11 December 2018

• “R&D”

research and development

• “RMB”

Renminbi, the lawful currency of the PRC

• “Sci-Tech Innovation Board”

the Sci-Tech Innovation Board of the Shanghai Stock Exchange

– 3 –

DEFINITIONS

• “Sci-Tech Innovation Board Implementation Measures”

• Implementation Measures for the Issue and Underwriting of Securities on the Sci-Tech Innovation Board of the Shanghai Stock Exchange (《上海證券交易所科創板股 票發行與承銷實施辦法》

• “Sci-Tech Innovation Board Implementation Opinion”

• Implementation Opinion regarding the Establishment of the Sci-Tech Innovation Board on the Shanghai Stock Exchange and Pilot Registration-based IPO System (《關 於在上海證券交易所設立科創板並試點註冊制的實施意 見》) promulgated by the CSRC on 30 January 2019

• “Shanghai Stock Exchange Consultation”

• public consultation in relation to the rules for the establishment of the Sci-Tech Innovation Board on the Shanghai Stock Exchange and Pilot Registration-based IPO System sought by the Shanghai Stock Exchange on 30 January 2019

• “Share Incentive Agreement(s)”

• contract(s) entered into between the Company and the respective Grantee(s) in March 2018 in relation to the grant of the Pre-IPO Option(s)

• “Share(s)”

• the Domestic Share(s) and the H Share(s)

• “Shareholder(s)”

• holder(s) of the Shares

• “STI Underwriting Guidelines”

• Guidelines on the Issuance and Underwriting of Shares on the Sci-Tech Innovation Board on the Shanghai Stock Exchange (《上海證券交易所科創板股票發行與承銷業務 指引》

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Supervisor(s)” the supervisor(s) of the Company

• “Supplemental Notice”

• the supplemental notice of the AGM dated 30 April 2019, a copy of which is set out on pages 301 to 311 of this circular

– 4 –

DEFINITIONS

“2018 Convertible Bonds”

“%”

innovative start-ups convertible bonds (創新創業可轉換 公司債券) issued by the Company and listed and traded on the Shanghai Stock Exchange, with an outstanding principal amount of RMB200 million, convertible into Domestic Shares at the prevailing conversion price of RMB23.00 as of the Latest Practicable Date. Further details of which are contained in “Our History and Development” in the Prospectus

per cent.

• For identification purpose only

– 5 –

LETTER FROM THE BOARD

27 May 2019

SHANGHAI JUNSHI BIOSCIENCES CO., LTD.[] 上海君實生物醫藥科技股份有限公司*

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

(Stock code: 1877)

Executive Directors: Xiong Jun (Chairman and Legal Representative) Li Ning (Chief Executive Officer and General Manager) Feng Hui Wu Hai Yao Sheng Zhang Zhuobing

Non-executive Directors: Tang Yi Li Cong Yi Qingqing Lin Lijun

Registered address Room 602, No. 781 Cai Lun Road. China (Shanghai) Pilot Free Trade Zone the PRC

Principal place of business in Hong Kong under Part 16 of the Companies Ordinance Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

Independent Non-executive Directors: Chen Lieping He Jia Chen Xinjun Qian Zhi Roy Steven Herbst

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR

I. INTRODUCTION

Reference is made to the respective announcements of the Company dated 30 April 2019 in relation to, among other things, the Proposed Issue of A Shares, proposed amendments to the Existing Share Incentive Scheme, proposed amendments to the Articles and in relation to the proposed appointment of Supervisor.

The purpose of this supplemental circular is, among other things, to provide you with information regarding the additional resolutions to be proposed at the AGM and the Class Meetings to enable you to make informed decisions on whether to vote for or against such proposed resolutions.

• For identification purposes only.

– 6 –

LETTER FROM THE BOARD

This supplemental circular should be read in conjunction with the Circular. Save for the inclusion of the newly proposed resolutions, there are no other changes to the resolutions set out in the Notice and the Circular. Please refer to the Notice and the Circular for the other resolutions to be proposed at the AGM and other relevant matters.

II. DETAILS OF THE RESOLUTIONS

(1) Proposed Issue of A Shares

The Company proposed to apply to the relevant regulatory authorities in the PRC for the allotment and issue of not more than 87,130,000 A Shares and proposed to apply to the Shanghai Stock Exchange for the listing of, and permission to deal in, the A Shares on the Sci-Tech Innovation Board.

The Issue of A Shares will be subject to, among other things, the approval by the Shareholders by way of special resolutions at the AGM and the Class Meetings, as well as the approvals by the CSRC and the Shanghai Stock Exchange.

If the Issue of A Shares as set out in resolutions 17(i) to (x) of the Supplemental Notice and resolutions 2(i) to (x) of the Notices of the Class Meetings is not approved by the Shareholders, the Issue of A Shares will not proceed, and the ancillary matters as set out in resolutions 16, 18 to 31 of the Supplemental Notice and resolutions 1, 3 to 16 of the Notices of the Class Meetings will not proceed.

Details of the Issue of A Shares

• (i) Class and nominal value of new Shares to be issued

Ordinary Shares with a nominal value of RMB1.00 each (A Shares).

Except as otherwise stipulated in laws, regulations, other regulatory documents and the Articles, the A Shares to be issued will rank pari passu in all respects with the issued Domestic Shares and H Shares.

(ii) Issue size

The Issue of A Shares only involves issue of new Shares, and will not involve sale of Shares by existing Shareholders. The Company proposes to issue not more than 87,130,000 new A Shares, representing approximately 11.11% of the share capital of the Company as of the Latest Practicable Date, and approximately 10% of the enlarged share capital upon completion of the Issue of A Shares. If any over-allotment arrangement is made, the number of A Shares that may be over-alloted shall not exceed 15% of the initial number of A Shares to be issued, and shall be counted within the limit of 87,130,000 A Shares. The final issue size and arrangements of over-allotment (if any) will be determined by the Board after consultation with the lead underwriter(s) according to the

– 7 –

LETTER FROM THE BOARD

authorization (if granted at the AGM and the Class Meetings), the conditions required by the laws and regulations of the PRC and the regulatory authorities, and the market conditions then. If there is any ex-right event (such as bonus issue and conversion of capital reserve to share capital) prior to the Issue of A Shares, the number of A Shares to be issued will be adjusted accordingly.

Please refer to “III. OTHER INFORMATION IN RELATION TO THE PROPOSED ISSUE OF A SHARES – (2) Effects of the Issue of A Shares on the shareholding structure of the Company” below for effects on shareholding structure.

(iii) Method of issuance

The Issue of A Shares will be conducted through a combination of off-line placement to the price consultation participants and offering by way of on-line subscription by public investors, or other methods of issuance approved by the securities regulatory authorities (including, without limitation, placement to strategic investors). On such basis, shares may be placed to the Company’s senior management, core employees and sponsors’ relevant subsidiaries through strategic placing. Over-allotment mechanism is also allowed.

(iv) Target subscribers

Qualified price consultation participants subject to the laws, regulations and regulatory documents of the PRC and the conditions required by the regulatory authorities, strategic investors and qualified investors who maintain A Shares securities account with the Shanghai Stock Exchange (excluding those in respect of which subscription has been prohibited by laws, regulations and regulatory documents of the PRC).

The Company’s senior management and core employees may subscribe for the A Shares through specific asset management plan and participate in the strategic placing. The number of A Shares allotted to the specific asset management plan shall not exceed 10% of the total number of shares to be issued under the Issue of A Shares, and the relevant senior management and/or core employees shall be subject to a lock-up period for not less than 12 months. Such participation requires the approval of the Board of Directors and the general meeting (if required) and other relevant authorities and shall be fully disclosed in the prospectus to be issued in relation to the listing on the Sci-Tech Innovation Board.

– 8 –

LETTER FROM THE BOARD

Under the PRC laws, regulations and rules relevant to the Issue of A Shares, connected persons/related parties of the Company may subscribe for A Shares in the following manners:

• (a) Participation in the strategic placing as a strategic investor

In light of the Company’s maximum number of A Shares proposed to be issued as less than 100 million shares, under the Sci-Tech Innovation Board Implementation Measures, not more than 20% of the total number of A shares to be issued may be placed to strategic investors. The Company’s connected persons/related parties may participate as a strategic investor by using its own funds to subscribe A Shares if he/she/it fulfill the criteria of a strategic investor. Any strategic investor shall not participate in off-line placement and will be subject to a lock-up period of not less than 12 months from the listing date on the Sci-Tech Innovation Board.

The maximum percentage of A shares that can be subscribed by all strategic investors, in aggregate, in enlarged total shares (including A Shares and H Shares) after the listing of the A Shares on the Sci-Tech Innovation Board would be 2%.

(b) Participation in the on-line subscription

A connected person/related party of the Company who fulfills the criteria set out by the Shanghai Stock Exchange for on-line subscription and has opened a securities trading account on the Sci-Tech Innovation Board of the Shanghai Stock Exchange may participate in the on-line subscription of A Shares.

The maximum percentage of A shares that can be subscribed by each investor (including connected persons/related parties) through on-line subscription would be 0.1% of the initial on-line offering size according to the Sci-Tech Innovation Board Implementation Measures.

• (c) If connected person/related party is a senior management/core employee, participation through specific asset management plan

If a connected person/related party is also a senior management/core employee of the Group, he/she may subscribe for the A Shares through specific asset management plan and participate in the strategic placing according to the Sci-Tech Innovation Board Implementation Measures. The number of A Shares allotted to the specific asset management plan shall not exceed 10% of the total number of shares to be issued under the issue of A Shares, and the relevant senior management and/or core employees shall be subject to a lock-up period for not less than 12 months. Such participation requires the approval of the Board of Director and the general meeting (if required) and other relevant authorities and shall be fully disclosed in the prospectus to be issued in relation to the listing on the Sci-Tech Innovation Board.

– 9 –

LETTER FROM THE BOARD

No participation in the off-line placement

Pursuant to the relevant regulations under the Measures of the Administration of Issue and Underwriting of Securities (《證券發行與承銷管理辦法》) and Standards for Underwriting Securities of Initial Public Offering (《首次公開發行股 票承銷業務規範》), the following connected persons/related parties of the Company shall not participate in the off-line placement: (1) the Company and its shareholders, de facto controllers, directors, supervisors, senior management and other employees; companies directly or indirectly controlled or jointly controlled by the Company, its shareholders, de facto controllers, directors, supervisors and/or senior management or companies in which the above person(s) can exercise a significant influence, and the controlling shareholders, subsidiaries and other subsidiaries controlled by the controlling shareholders of the said companies; and (2) family members who have a close relationship with the persons mentioned in (1) above, including their spouse, children and their spouses, parents and their spouses, siblings and their spouses, siblings of their spouses and parents of spouses of their children.

Maximum number of shares that may be subscribed by connected persons/related parties of the Company

Under the relevant PRC laws and regulations, provided that after the subscription of A Shares by connected persons/related parties of the Company, the Company fulfils the public float requirement under the Rules Governing for Securities on the Sci-Tech Innovation Board of the Shanghai Stock Exchange which provides that Shares held by the public (excluding Shareholders holding more than 10% of the Shares of the Company and their parties acting in concert and the Company’s Directors, Supervisors and senior management and their respective connected persons/related parties) shall not be less than 10% of the total share capital of the Company, there is no restriction on the maximum number of shares that can be subscribed, in aggregate by connected persons/related parties of the Company in the Issue of A Shares.

If any of the target subscribers is a connected person of the Company, the Company will comply with the relevant requirements, including (if applicable) reporting, announcement and independent shareholders approval, under the Listing Rules.

As of the Latest Practicable Date, none of the connected person(s) of the Company has indicated to the Company that he/she/it intends to participate in the subscription of the A Shares.

– 10 –

LETTER FROM THE BOARD

(v) Pricing methodology

The issue price for the A Shares will be determined through a combination of off-line placement to professional institutional investors and offering by way of on-line subscription by public investors based on market value, or by other pricing methods recognized by the CSRC and the Shanghai Stock Exchange.

Pursuant to the Implementation Measures for Issue and Underwriting of Securities on the Sci-Tech Innovation Board of the Shanghai Stock Exchange (《上海證券交易所科 創板股票發行與承銷實施辦法》), the issue price of A Shares shall be determined through price inquiry with professional institutional investors (such as securities firms, fund management companies, trust companies, finance companies, insurance companies, qualified foreign institutional investors and private fund managers). The Company and the lead underwriter may then determine the issue price of A Shares through the initial price inquiry or through cumulative bidding inquiry after an issue price range has been determined from the initial price inquiry.

The Company will determine the issue price of A Shares through the above price inquiry mechanism, and according to the market practice in the PRC, it will make reference to the trading price of its H Shares as quoted on the Stock Exchange at the relevant time in pricing of its A Shares in the proposed listing of A Shares on the Sci-Tech Innovation Board.

Based on the Company Law of the PRC, the issue price of the A Shares shall be not lower than the nominal value of the Shares of the Company, i.e. RMB1.00 per Share. There is no other legal or regulatory requirements stipulating the price floor in the Issue of A Shares. The Company does not intend to issue the A Shares at a price lower than the latest audited net asset value per share prior to the Proposed Issue of A Shares.

As at the Latest Practicable Date, the closing price of H Share as quoted on the Stock Exchange is HK$30.45 per H Share and the closing price of Domestic Share as quoted on NEEQ is RMB33.50 per Domestic Share.

(vi) Use of proceeds

The proceeds raised from the Issue of A Shares after deducting the issuance expenses will be used for R&D of innovative drugs, the Lingang Production Base (our production base located in Lingang Industrial Park, Fengxian District, Shanghai the PRC under construction) construction project, repayment of bank loans and replenish cash flow. Please refer to “The investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis” below for further details.

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LETTER FROM THE BOARD

(vii) Method of underwriting

The Issue of A Shares will be underwritten by the sponsor(s) by way of standby commitment.

According to the STI Underwriting Guidelines, the Shanghai Stock Exchange has set forth a requirement for sponsor(s)’ relevant subsidiaries in initial public offering on the Sci-Tech Innovation Board, requiring sponsor(s)’ relevant subsidiaries to invest in 2% to 5% of the shares procured for subscription or sale by them, and they shall maintain such shareholding for a period of 2 years afterwards.

The STI Underwriting Guidelines further requires a relevant subsidiary of the sponsor(s) or a relevant subsidiary of the sponsor(s)’ ultimate controller to enter into an allotment agreement with listing applicant on the following scale:

Shares to be subscribed

• Offering size Shares to be subscribed Less than RMB1 billion 5% of the shares being offered, but subject to a cap of RMB40 million

• RMB1 billion to less than RMB2 4% of the shares being offered, but billion subject to a cap of RMB60 million

• RMB2 billion to less than RMB5 3% of the shares being offered, but billion subject to a cap of RMB100 million

• RMB5 billion or above 2% of the shares being offered, but subject to a cap of RMB1 billion

The final commitment of sponsor(s) will only be determined when an approximate offering size is available. As of the Latest Practicable Date, the Company has not yet entered into any actual commitment and/or allotment arrangements in respect of the Issue of A Shares.

(viii) Place of listing

All A Shares will be listed and traded on the Sci-Tech Innovation Board of the Shanghai Stock Exchange after the completion of the Issue of A Shares.

The existing 601,400,000 Domestic Shares listed on the NEEQ will be delisted and converted into A Shares.

– 12 –

LETTER FROM THE BOARD

(ix) Validity period of the resolutions

The resolutions in respect of the Issue of A Shares will be valid for a period of 12 months from the date of approval at the AGM and the Class Meetings.

This proposal has been approved by the Board, and shall be submitted to the AGM and the Class Meetings, respectively, for consideration and approval by way of special resolutions.

(2) Other Resolutions relating to the Issue of A Shares

(i) The fulfillment by the Company of the requirements for initial public offering of A Shares and listing on the Sci-Tech Innovation Board

A special resolution will be proposed at the AGM and the Class Meetings to consider and approve the fulfillment by the Company of the requirements for initial public offering of A Shares and listing on the Sci-Tech Innovation Board.

By taking into consideration the Company’s own actual situation, the Company believes that its business operation is in line with the Sci-Tech Innovation Board positioning and national strategy. The Company has key core technologies, outstanding technological innovation ability, and mainly relies on core technologies to carry out production and operation. It has a stable business model, high market recognition and good social image, and strong growth. The Company has fulfilled requirements under existing laws, regulations and regulatory documents in respect of the initial public offering of A Shares and listing on the Sci-Tech Innovation Board.

(ii) The investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis

A special resolution will be proposed at the AGM and the Class Meetings to consider and approve the investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis.

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LETTER FROM THE BOARD

According to the Company’s production and operation needs, the proceeds raised by the Company from the Issue of A Shares will be used for the following projects after deducting the issuance expenses:

No. Project name 1 Innovative drugs R&D project 2 Lingang Production Base construction project 3 Repayment of bank loans and replenish cash flow Total	Proposed investment amount from proceeds raised (RMB) 1,200,000,000 700,000,000 800,000,000
	2,700,000,000

• Note: Final names of the above projects shall be based upon names approved by or filed with (if required) the government authorities.

After the proceeds raised from the Issue of A Shares are in place, the Company will invest the proceeds into the above projects according to the actual needs and priorities of the projects. If the net proceeds actually raised (after deducting the issuance expenses) are less than the total amount of proceeds to be invested, the shortfall shall be covered by the Company with its own funds or self-raised funds. If the proceeds raised from this issuance exceeds the capital requirements of the projects, the surplus amount will be used for other purposes relating to the Company’s principal business.

Before the proceeds raised from the Issue of A Shares are in place, the Company may make an initial investment with its own funds or self-raised funds according to the needs of the projects, and after the proceeds raised are in place, the Company can replace the initial investment funds according to the requirements and procedures of the relevant laws, regulations and regulatory documents.

Within the scope of the finally determined investment projects to be funded by proceeds raised from Issue of A Shares, the Board of Directors may, according to the actual needs of the project, make appropriate adjustments to the sequence and amount of the proceeds to be invested in the above projects.

The Board of Directors has conducted sufficient analysis on the feasibility of the investment projects to be funded by the proceeds raised from the Issue of A Shares, and in its opinion, the investment projects to be funded by the proceeds raised from this issuance are feasible.

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LETTER FROM THE BOARD

• (iii) Authorization to the Board of Directors to fully handle the relevant matters in connection with the Issue of A Shares and listing on the Sci-Tech Innovation Board

A special resolution will be proposed at the AGM and the Class Meetings to authorize the Board of Directors to fully handle the relevant matters in connection with the Issue of A Shares and listing on the Sci-Tech Innovation Board.

In order to ensure the smooth progress of the relevant matters relating to the Issue of A Shares and listing on the Sci-Tech Innovation Board, a proposal will be submitted to the Shareholders at the AGM and Class Meetings to authorize the Board of Directors to deal with the issues relevant to this issuance and listing within the framework and in accordance with the principles adopted by the Shareholders at the AGM and the Class Meetings.

The authorization proposed to be granted to the Board shall include without limitation:

1. The performance of all procedures relating to the Company’s issuance and listing, including but not limited to, submission of an application to the Shanghai Stock Exchange for the public issuance of shares and listing on the Sci-Tech Innovation Board, and submission of an application for registration to the CSRC after approval and consent have been granted by the Shanghai Stock Exchange, and provision of reply to the securities regulatory institutions in respect of feedback opinions on matters relating to this issuance and listing.

2. The formulation and implementation of the specific proposals for this issuance, including but not limited to specific matters such as timing of issuance, target subscribers, commencement and closing dates of issuance, issue price or pricing methodology, the specific number of shares to be issued, method of issuance, over-allotment placement, strategic placement, specific projects to be funded by the proceeds raised and the progress and amount of investment, in accordance with national laws, regulations and regulatory documents, the relevant requirements and policies of securities regulatory authorities, and the specific conditions including the securities market conditions and the resolutions of the AGM, the Class Meeting of H Shareholders and the Class Meeting of Domestic Shareholders.

3. If the PRC and securities regulatory authorities issue new requirements and policies on initial public offering of shares, the Board of Directors be authorized to make corresponding adjustments to this issuance proposal according to the new requirements and policies and continue to handle the matters relating to this issuance.

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LETTER FROM THE BOARD

1. The preparation, review, amendment and signing of all legal documents and material contracts relating to this issuance and listing, including but not limited to the prospectus for the Issue of A Shares and listing on the Sci-Tech Innovation Board, strategic placement agreements and other relevant documents.

2. The completion of all government approval procedures involved in this issuance and listing, the payment of all issuance expenses relating to share issuance, listing and sponsorship, and the completion of other necessary procedures and tasks required by this issuance and listing.

3. Authorizing the Board of Directors to supplement and amend the relevant clauses of the Articles (draft) according to the result of share issuance and to complete the relevant procedures for the approval, registration and filing of such changes with the competent authority of commerce and the competent Administration for Industry and Commerce.

4. The necessary supplement and amendment to the Articles (draft) and the internal management policies of the Company according to the requirements and suggestions of the CSRC, Shanghai Stock Exchange and the relevant securities regulatory authorities or according to the actual conditions of this issuance.

5. Within the scope of the resolutions passed by the Shareholders at the AGM and the Class Meetings, necessary and appropriate adjustments will be made to the relevant matters in the implementation process of the investment projects funded by the proceeds raised, including but not limited to: the organization and implementation of project construction with self-owned or self-raised funds according to the actual progress of the projects before the proceeds of this issuance and listing are in place; the confirmation of a special deposit account for the proceeds raised; the signing of a tripartite supervision agreement for the proceeds raised; the implementation of the use of proceeds after completion of this issuance and listing; if the proceeds raised are insufficient, the Company should solve the problem through self-owned or self-raised funds; the signing of material contracts involved in the implementation process of the investment projects funded by the proceeds raised; and making decisions on the investment proposals for various projects within the scope of the total investment amount for investment projects funded by the proceeds raised which has been considered and approved by the Shareholders.

6. After completion of this issuance, handling the matters of registration and settlement of shareholdings at the China Securities Depository and Clearing Co., Ltd., including but not limited to the depository, registration, circulation and lock-up of shares.

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LETTER FROM THE BOARD

1. The publication of, among other things, the prospectus and its summary and listing announcement on designated newspapers and websites according to the requirements of the CSRC, the Shanghai Stock Exchange and the relevant securities regulatory authorities, and making an application for listing to the designated stock exchange and providing complete information of the application.

2. The engagement of intermediaries, including the sponsor/lead underwriter, legal adviser and auditor for this issuance and listing of the Company, determination of service fees for the intermediaries through consultation, and signing of engagement agreements.

3. In case of the occurrence of force majeure events or other circumstances where implementation of this issuance plan would become difficult, or although implementation would be possible, it would bring extremely adverse impact on the Company, then decisions to suspend or terminate this issuance plan may be made at discretion.

4. For the purpose of this issuance and listing, communication with the relevant regulatory institutions or organizations, such as CSRC, Shanghai Stock Exchange, NEEQ, the Stock Exchange and China Securities Depository and Clearing Co., Ltd., on behalf of the Company will be carried out.

5. After approval for issuance and listing has been granted by the Shanghai Stock Exchange on this issuance and listing, in accordance with the relevant requirements of the NEEQ, an application shall be made on a timely basis to terminate the listing of the Domestic Shares on the NEEQ, including but not limited to the suspension of share transfer, formulation and implementation of protective measures for dissenting shareholders and making an application for delisting from the NEEQ.

6. To the extent permitted by relevant laws, regulations and regulatory documents, the handling of other matters considered to be necessary, desirable or appropriate for this issuance and listing.

The above authorization, if approved, shall be valid for a period of 12 months from the date of approval at the AGM and the Class Meetings.

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LETTER FROM THE BOARD

• (iv) Proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares

A special resolution will be proposed at the AGM and the Class Meetings to consider and approve the proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares. Details are as follows:

As of the Latest Practicable Date, the Company has no undistributed accumulated profit. If the Company has undistributed accumulated profit before the Issue of A Shares and listing on Sci-Tech Innovation Board, then it is proposed that the new and existing Shareholders shall share in proportion to their respective shareholding after the Issue of A Shares and listing on the Sci-Tech Innovation Board.

If the Company has unrecovered losses prior to the Issue of A Shares and listing on the Sci-Tech Innovation Board, it is proposed that the new and existing Shareholders of the Company after this issuance and listing shall bear the losses according to the proportion of their shareholdings after the Issue of A Shares and listing on the Sci-Tech Innovation Board.

• (v) The three-year dividend distribution plan for Shareholders after the Issue of A Shares and listing on the Sci-Tech Innovation Board

A special resolution will be proposed at the AGM and the Class Meetings to consider and approve the “Three-Year Dividend Distribution Plan for Shareholders after the Issue of A Shares and Listing on the Sci-Tech Innovation Board”. Full text of the plan is set out in Appendix I to this supplemental circular.

• (vi) The share price stabilization plan and restraining measures within three years after the Company’s Issue of A Shares and listing on the Sci-Tech Innovation Board

A special resolution will be proposed at the AGM and the Class Meetings to consider and approve the “Plan for Stabilization of Price of A Shares within Three Years After the Issue of A Shares and Listing on the Sci-Tech Innovation Board”. Full text of the plan is set out in Appendix II to this supplemental circular.

• (vii) Undertakings and restraining measures relating to the Company’s Issue of A Shares and listing on the Sci-Tech Innovation Board

A special resolution will be proposed at the AGM and the Class Meetings to consider and approve the undertakings and restraining measures relating to the Issue of A Shares and listing on the Sci-Tech Innovation Board.

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LETTER FROM THE BOARD

The Company to issue relevant letter of undertakings in respect of matters relating to the Company’s application for Issue of A Shares and listing on the Sci-Tech Innovation Board and the proposed restraining measures for the failure to comply with such public undertakings details of which are as follows:

• I. Undertakings on the Truthfulness, Accuracy and Completeness of the Prospectus Regarding the Initial Public Offering and Listing of A Shares on the Sci-Tech Innovation Board

The Company to make the following undertakings in respect of the truthfulness, accuracy and completeness of the contents of the prospectus regarding the Issue of A Shares and listing on the Sci-Tech Innovation Board to be submitted by the Company to the Shanghai Stock Exchange and the CSRC, as well as relevant restrictions:

The prospectus does not contain any false statement, misleading representation or material omission, and there is no fraudulent issuance and registration. The Company to severally and jointly accept responsibility as to the truthfulness, accuracy and completeness of the contents of the prospectus.

• (1) If the prospectus contains any false statement, misleading representation or material omission, or if there is any fraudulent issuance and registration causing losses to investors when trading securities of the Company, the Company shall compensate the investors in accordance with the law. In particular, after the CSRC issues an official written administrative punishment decision to the Company and determines that the Company had committed the aforementioned violations, the Company shall make arrangement for registration for public investors who had claimed for compensation, and make timely payment upon verification of their qualification and amount of loss.

• (2) If the CSRC, the Shanghai Stock Exchange or other competent authority determines that the prospectus contains any false statement, misleading representation or material omission which materially and practically affects the judgment on whether the Company fulfills the conditions for the initial public offering and listing of A Shares on the Sci-Tech Innovation Board as stipulated under laws, regulations and regulatory documents, or if there is any fraudulent issuance and registration, the Company to undertake that it will repurchase all new shares of the Company issued under the initial public offering in accordance with the law through the following means, specifically:

• (i) to the extent permitted by laws, if the aforementioned events occurred during the period in which the issuance of new shares of the Company issued under the initial public offering had completed

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LETTER FROM THE BOARD

but the new shares are not yet listed for trading, the Company shall repurchase all new shares of the Company issued under the initial public offering from successful online investors and offline placee investors at the offer price, plus interest thereon at the prevailing bank deposit rate, within 30 working days from the date on which the CSRC, the Shanghai Stock Exchange or other competent authority determined that the aforementioned events had occurred within the Company;

• (ii) To the extent permitted by laws, if the aforementioned events occurred after the completion of listing of new shares of the Company issued under the initial public offering, the Company shall formulate a share repurchase proposal and submit such proposal to the shareholders’ meeting for approval within 5 working days from the date on which the CSRC, the Shanghai Stock Exchange or other competent authority determined that the aforementioned events had occurred within the Company. All new shares of the Company issued under the initial public offering shall be repurchased through the trade system of the Shanghai Stock Exchange. The repurchase price shall be determined based on the offer price with reference to relevant market factors, and shall not be lower than the offer price under the initial public offering. In the event of any ex-right or ex-dividend events, such as dividends distribution, issuance of bonus shares or capital conversion from capital reserve, upon the listing of A Shares of the Company, the aforementioned offer price shall be adjusted accordingly.

If the Company violates these undertakings to make repurchase or compensation to investors on a timely basis, the Company will explain the specific reasons for non-performance at the general meeting and on the media designated by the CSRC, and apologize to its shareholders and public investors. Shareholders and public investors are entitled to request the Company through legal means to fulfill its commitments. Meanwhile, the Company will make compensation for any loss incurred by shareholders and public investors as a result of such non-performance in accordance with laws.

II. Undertakings on No Fraudulent Issuance

The Company’s application documents for the initial public offering and listing of A Shares on the Sci-Tech Innovation Board do not contain any false statement, misleading representation or material omission, and there is no fraudulent issuance and registration due to non-fulfilment of listing conditions by the Company.

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LETTER FROM THE BOARD

In case of fraudulent issuance and registration due to non-fulfilment of listing conditions with relevant shares already issued and listed, the Company shall commence the relevant procedures for repurchase of all new shares of the Company under the public offering within 5 trading days from the date on which relevant competent authority, such as the CSRC or the People’s Court, determines conclusively that the aforementioned events occurred within the Company or upon the effectiveness of the relevant judgment. The specific repurchase proposal shall comply with the internal approval and external approval procedures of the Company in accordance with applicable laws, regulations, regulatory documents and constitutional documents of the Company. The repurchase price shall not be lower than the offer price of the shares of the Company, plus interest thereon at the prevailing bank demand deposit rate for the period from the issuance date until the repurchase date. In the event of profits distribution, capital conversion from capital reserve, issuance of additional shares or placing after the public offering of the Company, shares subject to repurchase shall include all new shares under the public offering and resultant shares. The offer price of aforementioned shares shall be adjusted correspondingly for any ex-right or ex-dividend events.

In case of fraudulent issuance and registration due to non-fulfilment of listing conditions with relevant shares already issued and listed, the Company shall, according to the final decision or effective judgment of competent authority, such as the CSRC or the People’s Court, make full and timely compensation for the losses incurred by investors in accordance with the law.

If the Company fails to perform the above undertakings, it shall bear the corresponding liabilities in accordance with the requirements under relevant laws, regulations and regulatory documents, as well as the requirements of regulatory departments.

• III. Undertakings on the Restraining Measures Proposed by the Company for the Purpose of the Initial Public Offering and Listing of A Shares on the Sci-Tech Innovation Board

For the purpose of protecting public investors’ interests and the performance of the undertakings given during the initial public offering and listing of shares on the Sci-Tech Innovation Board by the Company, the Company to undertake, unless the Company fails to fully and effectively perform all obligations and responsibilities under the undertakings due to the reason of force majeure, to take the following restraining measures:

1. The Company guarantees strict performance of all obligations and responsibilities stated under all publicly made undertakings as disclosed in the prospectus in respect of the listing on the Sci-Tech Innovation Board to be issued by the Company.

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LETTER FROM THE BOARD

1. The Company to guarantee that the following restraining measures will be taken (as the case may be), if the Company fails to fully perform all obligations and responsibilities stated under the above-mentioned undertakings unless due to the reason of force majeure:

   • (i) the Company will publicly explain the reason of non-performance of the undertakings and apologize to the shareholders and public investors at the general meeting and on the publications designated by the Shanghai Stock Exchange and the CSRC;

   • (ii) the Company will bear the corresponding liabilities in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities;

   • (iii) if the Company’s failure to perform the above-mentioned undertakings resulted in losses suffered by the investors when dealing in securities, the Company will compensate the investors for their losses in accordance with the law; the losses suffered by the investors will be determined and calculated according to the methods recognized by the securities regulatory bodies or judicial organs, or according to the agreement reached by the Company and the investors. The Company will voluntarily apply for a freezing injunction in respect of its own funds based on the corresponding compensation amount, so as to protect the rights of the investors demanding for compensation in accordance with the provisions of the relevant laws and regulations and the requirements of the regulatory authorities;

   • (iv) the Company shall not, by any means, implement any increment to the remuneration or subsidy to such director, supervisor or senior management member of the Company who is personally liable for the Company’s non-performance of the above-mentioned undertakings if the adverse effect caused by the non-performance of the undertakings has not been fully eliminated by the Company.

2. (viii) The impact of dilution on immediate return by the Company’s Issue of A Shares and adoption of recovery measures

A special resolution will be proposed at the AGM and the Class Meetings to consider and approve the impact of dilution on immediate return by the Issue of A Shares and adoption of recovery measures.

In order to protect the interests of minority shareholders, the Company has conducted sufficient analysis on the impact of dilution on immediate return by the Issue of A Shares and has proposed specific recovery measures, the related entities have given

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LETTER FROM THE BOARD

corresponding undertakings to ensure the practical implementation of the Company’s recovery measures. Details of the analysis and proposed recovery measures are set out in Appendix III to this supplemental circular.

(ix) Proposed Amendments to the Articles in respect of Issue of A Shares

In order to prepare for the listing on the Sci-Tech Innovation Board and comply with the relevant CSRC and Shanghai Stock Exchange rules, to further improve and regulate the Articles and to satisfy the relevant requirements of laws, regulations and regulatory documents, including the Company Law of the PRC (《中華人民共和國公司法》), the Guidelines for Articles of Association of Listed Companies (《上市公司章程指引》) and the Rules Governing the Listing of Securities on the Sci-Tech Innovation Board of the Shanghai Stock Exchange (《上海證券交易所科創板股票上市規則》), and taking the practical circumstances of the Company into consideration, the Board resolved to amend the existing Articles.

Any proposed share repurchase in respect of the Issue of A Shares are made with an intent to apply to the repurchase of A Shares, but not the H Shares. The Company will comply with the relevant listing rules of the applicable stock exchange for repurchase of its A Shares and H Shares. In the event of repurchase of H Shares, the Company will comply with the Listing Rules, in particular Rule 10.06(5) of the Listing Rules, which provides that the listing of all shares which are purchased by an issuer shall be automatically cancelled upon purchase and the issuer must apply for listing of any further issues of that type of shares in the normal way.

Following the Company having obtained approval from the Shanghai Stock Exchange and registered with the CSRC for the Issue of A Shares, the amended Articles in respect of the Issue of A Shares shall become effective on the date of listing of the Company’s A Shares on the Sci-Tech Innovation Board and replace the Company’s then effective Articles.

The full text of the proposed amendments to the Articles of Association, which were prepared in the Chinese language, is set out in Appendix IV to this supplemental circular. In the event of any discrepancy between the English translation and the Chinese version of the proposed amendments to the Articles of Association, the Chinese version shall prevail.

The proposed amendments have been approved by the Board, and are subject to the approval by the Shareholders by way of a special resolution at the AGM and the Class Meetings.

Shareholders should note that two special resolutions to amend the Articles will be proposed at the AGM, namely, resolution no. 14 in respect of change of business scope and repurchase of Shares, and resolution no. 25 in respect of Issue of A Shares. The amendment under resolution no. 14 will not be subject to the Issue of A Shares.

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LETTER FROM THE BOARD

(x) Amendment of the internal management policies of the Company

The Company intends to revise the “Rules of Procedures for the Meeting of Shareholders”, the “Rules of Procedures for the Board of Directors”, the “Rules of Procedures for the Board of Supervisors”, “Management Policies for Raised Funds”, “Management Policies for Related Transactions”, the “Administrative Policies for External Guarantees”, the “Administrative Policies for External Investment”, the “Management Policies for Distribution of Profits”, the “Investor Relations Management Policies”, the “Rules of Procedures of the General Manager”, the “Rules of Procedures of the Secretary to the Board of Directors”, the “Information Disclosure Management Policies”, the “Terms of Reference of the Nomination Committee of the Board of Directors”, the “Terms of Reference of the Audit Committee of the Board of Directors”, the “Terms of Reference of the Remuneration and Appraisal Committee of the Board of Directors” and the “Terms of Reference of the Independent Non-Executive Directors”. The above internal management policies will come into effect on the date of completion of the Issue of A Shares and listing on the Sci-Tech Innovation Board. Until then, the current internal management policies will continue to apply. The “Policies on Liability for Major Errors in Information Disclosure in Annual Report” shall be abolished from the date of completion of the Issue of A Shares and listing on the Sci-Tech Innovation Board.

The Board of Directors agreed to propose to the Shareholders at the AGM and Class Meetings to authorize the Board of Directors and its authorized persons to adjust and amend the above internal management policies which will become effective from the date of completion of the Issue of A Shares and listing on the Sci-Tech Innovation Board in accordance with the provisions of the relevant laws, regulations and regulatory documents, and the requirements and suggestions from the relevant domestic and overseas government authorities and regulatory institutions, and taking into consideration the actual situation of this Proposed Issue of A Shares and listing.

A special resolution will be proposed at the AGM and the Class Meetings to consider and approve the amendments to each of the “Rules of Procedures for the Meeting of Shareholders”, the “Rules of Procedures for the Board of Directors”, the “Rules of Procedures for the Board of Supervisors”, “Management Policies for Raised Funds”, “Management Policies for Related Transactions”, the “Administrative Policies for External Guarantees”, the “Administrative Policies for External Investment”, the “Management Policies for Distribution of Profits” and the “Terms of Reference of Independent Non-Executive Directors”, full texts of which are set out in Appendices V to XIII to this supplemental circular respectively.

(xi) Engagement of professional intermediaries

The Company intends to engage professional intermediaries, including the sponsor/lead underwriter, legal adviser and auditor for the Proposed Issue of A Shares and listing, and to authorize the Board of Directors to determine the relevant remuneration of

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LETTER FROM THE BOARD

the aforementioned intermediaries, including but not limited to China International Capital Corporation Limited, Beijing Jia Yuan Law Offices and Huapu Tianjian Certified Public Accountants (LLP), etc.

A special resolution will be proposed at the AGM and the Class Meetings to consider and approve the above engagements.

(xii) Confirmation of the Company’s major transactions with related parties in the past three years and the latest period

The Board of Directors has confirmed the status of the following major transactions with related parties during the reporting period (the three years ended 31 December 2016, 2017, 2018 and the three months ended 31 March 2019), and considered that such related party transactions were conducted according to the commercial principles of voluntariness, adequacy of consideration and arm’s length, the relevant decision-making procedures were performed, and the pricing of the transactions were fair and reasonable, and without harmful effect on the interests of the Company and the Shareholders:

1. Purchase of commodities and receiving labor services from related parties:

			Related	Actual
			transaction	amount in
No.	Period	Name of related party	content	the period
				(RMB/yuan)
1.	2016	Junke Zhengyuan (Beijing)	Technical	1,405,660.34
		Pharmaceutical Research	service fee
		Co., Ltd.*
2.	2016	Beijing Zhengdan	Technical	405,660.38
		International Technology	service fee
		Co., Ltd.*
3.	2016	Beijing Zhengdan	Platform	777,093.75
		International Technology	rental fee
		Co., Ltd.*
4.	2017	Junke Zhengyuan (Beijing)	Technical	7,611,320.76
		Pharmaceutical Research	service fee
		Co., Ltd.
5.	2017	Beijing Zhengdan	Technical	339,622.63
		International Technology	service fee
		Co., Ltd.*
6.	2018	Junke Zhengyuan (Beijing)	Clinical and	10,114,898.12
		Pharmaceutical Research	technical
		Co., Ltd.	service fees

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LETTER FROM THE BOARD

			Related	Actual
			transaction	amount in
No.	Period	Name of related party	content	the period
				(RMB/yuan)
7.	2018	Beijing Zhengdan	Technical	226,415.09
		International Technology	service fee
		Co., Ltd.*
8.	Three months	Junke Zhengyuan (Beijing)	Clinical and	6,146,745.30
	ended	Pharmaceutical Research	technical
	31 March	Co., Ltd.	service fees
	2019

1. Sales of commodities and provision of labor services to related parties:

			Related	Actual
			transaction	amount in
No.	Period	Name of related party	content	the period
				(RMB/yuan)
1.	2016	Junke Zhengyuan (Beijing)	Reagent sales	395,687.18
		Pharmaceutical Research
		Co., Ltd.
2.	2016	Beijing Zhengdan	Reagent sales	128,758.22
		International Technology
		Co., Ltd.*
3.	2017	Junke Zhengyuan (Beijing)	Reagent sales	793,274.18
		Pharmaceutical Research
		Co., Ltd.
4.	2017	Beijing Zhengdan	Reagent sales	317,013.68
		International Technology
		Co., Ltd.*
5.	2017	Beijing Junke Huaren	Reagent sales	406,188.03
		Bioengineering
		Technology Research Co.,
		Ltd.*
6.	2018	Junke Zhengyuan (Beijing)	Reagent sales	104,933.85
		Pharmaceutical Research
		Co., Ltd.
7.	2018	Beijing Zhengdan	Reagent sales	140,992.74
		International Technology
		Co., Ltd.*
8.	2018	Beijing Junke Huaren	Reagent sales	1,786.33
		Bioengineering
		Technology Research
		Co., Ltd.*

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LETTER FROM THE BOARD

1. Remuneration of key management:

	Three months
	ended	Year ended	Year ended	Year ended
	31 March	31 December	31 December	31 December
	2019	2018	2017	2016
Amount
(RMB/yuan)	9,867,866.26	13,441,625.39	10,212,321.68	5,959,168.76

A special resolution will be proposed at the AGM and the Class Meetings to consider and approve the confirmation of the above related party transactions.

(xiii) Report on the use of proceeds raised in previous offering

The Company has prepared the “Report on the Use of Proceeds Raised in Previous Offering by Shanghai Junshi Biosciences Co., Ltd.”, full text of which is set out in Appendix XIV to this supplemental circular.

Huapu Tianjian Certified Public Accountants (LLP) has verified the report and issued a verification report on the above report on the use of proceeds, and in its opinion, the report prepared by the Company has complied in all material aspects with the requirements of the Rules for Report on the Use of Proceeds Raised in Previous Offering (Zheng Jian Fa Xing Zi [2007] No. 500) published by the CSRC.

A special resolution will be proposed at the AGM and the Class Meetings to consider and approve the above report.

(xiv) Amendments to the Existing Share Incentive Scheme and relevant authorization to the Board of Directors and its authorized person(s) to fully handle the matters in connection with the share incentives

For further implementing the objective to provide incentive under the Existing Share Incentive Scheme, subject to there being no detriment to the interests of the Company and all Shareholders, and by taking into consideration the Proposed Issue of A Shares and listing on the Sci-Tech Innovation Board and customary market practices, the Board proposed to amend certain terms of the Existing Share Incentive Scheme, details of which are set out in the Appendix XV to this supplemental circular.

As disclosed in the Prospectus, prior to the listing of the H Shares on the Stock Exchange, the Existing Share Incentive Scheme was approved and adopted by the Company pursuant to the resolutions passed by its Shareholders on 14 May 2018. On 12 March 2018, the Company entered into Share Incentive Agreements with 268 Grantees pursuant to which the Company agreed to grant, in aggregate, 6,023,000 Pre-IPO Options to the Grantees.

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LETTER FROM THE BOARD

As of the Latest Practicable Date, an aggregate of 5,597,000 Pre-IPO Options are outstanding, entitling 247 Grantees to subscribe for an aggregate of 5,597,000 Domestic Shares. Pre-IPO Options in respect of 426,000 Domestic Shares were granted to 21 Grantees who had left the Company or its subsidiaries, thus a total of 426,000 Pre-IPO Options had lapsed following the cessation of their employment. None of the outstanding Pre-IPO Options has been exercised. Among the 5,597,000 outstanding Pre-IPO Options, an aggregate of 60,000 Pre-IPO Options were granted to one connected person (namely, to Ms. Wang Shixu (an associate of Mr. Wu Hai (an executive Director)), and to one senior management (namely, Ms. Chen Yingge (a joint company secretary of the Company)). Mr. Liu Hongchuan and Mr. Gao Yucai (entitled to 220,000 Pre-IPO Options in aggregate) have resigned as the Company’s supervisor and are no longer connected persons of the Company. Pursuant to the relevant PRC laws and regulations, including the Measures for the Administration of Equity Incentives of Listed Companies (《上市公司 股權激勵管理辦法》), the Listing Rules of the Sci-Tech Innovation Board of the Shanghai Stock Exchange (《上海證券交易所科創板股票上市規則》) and the Q&A on the Shanghai Stock Exchange Issuing Supporting Rules and Guidelines for Launching Sci-Tech Innovation Board and Piloting Registration based IPO System (《上海證券交易 所科創板股票發行上市審核問答》), a supervisor should not be the subject of any share incentive of a company listing on the Sci-Tech Innovation Board. In light of the above requirement, Mr. Liu and Mr. Gao have tendered their resignation as supervisors of the Company, which took effect on 7 May 2019, and are no longer the Company’s connected persons. Details of their resignation are set out in the announcement of the Company dated 30 April 2019 in respect of the resignation of supervisors. Ms. Wang Shixu has also committed that she will give up her entitlements of the Pre-IPO Options before the proposed amendments to the Existing Share Incentive Scheme become effective. The proposed amendment will not trigger a connected transaction under Chapter 14A of the Listing Rules.

The amended Share Incentive Scheme does not involve the grant of an option to subscribe for any new Shares and therefore is not required to be subject to the provisions in Chapter 17 of the Listing Rules. Save for the dilutive effect from the allotment of Domestic Shares from the exercise of Pre-IPO Options as disclosed in the Prospectus, the amended Share Incentive Scheme does not cause any effect to the total number of Shares outstanding and will not result in any dilutive effect to the Shares.

The proposed amendments to the Existing Share Incentive Scheme will be subject to the approval by the Shareholders by way of special resolution at the AGM and Class Meetings. If approved, the amendments will only take effect upon completion of the Issue of A Shares. The Company will also enter into supplemental agreements with the Grantees of the Pre-IPO Options to acknowledge the amendments to the Existing Share Incentive Scheme.

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LETTER FROM THE BOARD

In relation to the above, a resolution will be proposed at the AGM and Class Meetings to authorize the Board of Directors and its authorized person(s) to fully handle the relevant matters in connection with share incentives, including:

1. Authorizing the Board of Directors to be responsible for implementing the specific details of the Share Incentive Scheme as follows:

2. (1) Authorizing the Board of Directors to make corresponding adjustments to the number of share options and the number of underlying shares involved according to the methods stipulated in the Share Incentive Scheme in the event of, among other things, increasing share capital with capital reserves, distributing bonus shares, share split or share consolidation, placing, issue of new shares and distribution of dividends by the Company;

3. (2) Authorizing the Board of Directors to make corresponding adjustments to the exercise price according to the methods stipulated in the Share Incentive Scheme in the event of, among other things, increasing share capital with capital reserves, distributing bonus shares, share split or share consolidation, placing, issue of new shares and distribution of dividends by the Company;

4. (3) Authorizing the Board of Directors to make appropriate amendments to the Share Incentive Scheme according to relevant laws, regulations and regulatory documents, and the requirements or suggestions of the CSRC, the Stock Exchange, the Shanghai Stock Exchange and the other relevant securities regulatory authorities, except where expressly specified by relevant laws, regulations and regulatory documents that it shall be considered at a general meeting;

5. (4) Authorizing the Board of Directors to examine and confirm the exercise eligibility and exercise conditions of the participants, and consenting to the delegation of such rights by the Board of Directors to be exercised by the Remuneration and Appraisal Committee of the Company;

6. (5) Authorizing the Board of Directors to decide whether the participants may exercise their share options;

7. (6) Authorizing the Board of Directors to handle all matters necessary for the exercise of share options by the participants, including but not limited to making an application to the Company or the relevant competent authorities to exercise the share options, amending the Articles, and completing the registration for changes in the registered capital of the Company;

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LETTER FROM THE BOARD

• (7) Authorizing the Board of Directors to handle the changes and termination of the Share Incentive Scheme according to the requirements under the Share Incentive Scheme, recovery of the income received by the participants and completion of all necessary matters, including but not limited to the cancellation of the eligibility of the participants to exercise the share options and cancellation of the share options which have not been exercised by the participants;

• (8) Authorizing the Board of Directors to handle the exercise of share options which have not been exercised;

• (9) Signing, delivery and execution of all legal documents relating to the Share Incentive Scheme with the participants;

• (10) Authorizing the Board of Directors to implement other necessary matters as required under the Share Incentive Scheme, except for rights that must be exercised by the shareholders’ general meeting as specified explicitly in the relevant document.

• Authorizing the Board of Directors to complete the procedures of approval, registration, filing, permission and consent with the relevant government authorities and institutions in respect of the Share Incentive Scheme; to sign, execute, modify and complete the documents submitted to the relevant government authorities, institutions, organizations and individuals; and to perform all acts, affairs and matters which are considered by the Board of Directors to be necessary, desirable or appropriate in respect of the Share Incentive Scheme.

• The resolution will also seek Shareholders’ approval for granting consent on the validity period of the authorization to the Board of Directors to commence from the date of consideration and approval of this resolution by the AGM and the Class Meetings until the date of completion of implementation of the Share Incentive Scheme.

Among the authorization matters mentioned above, except for items which are specifically required by laws, regulations, regulatory documents and securities regulatory and administrative institutions to be approved by resolutions of the Board of Directors, other items may be exercised directly by the chairman of the Board of Directors or his duly authorized person(s) on behalf of the Board of Directors.

Special resolution will be proposed at the AGM and the Class Meetings to consider and approve the proposed amendments to the Existing Share Incentive Scheme and the authorization to the Board of Directors and its authorized person(s) to fully handle the relevant matters in connection with the share incentives.

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LETTER FROM THE BOARD

(3) Proposed appointment of supervisor

Mr. Liu Jun is nominated as the candidate of external supervisor of the Company to fill the casual vacancy of Mr. Yan Jiawei, who tendered his resignation as an external supervisor on 9 April 2019.

The biography of Mr. Liu Jun is as follows:

Mr. Liu Jun (劉俊), aged 40, worked as a researcher and subsequently a senior researcher at Chanjiang Securities Research Centre (長江證券研究所) from May 2007 to October 2009, responsible for securities analysis. He worked at several positions, ranging from industry researcher, strategic researcher, research director to investment director and investment general manger of equity investment at Everbright Securities Asset Management Company Limited (光大證券資產管理公司) from October 2009 to September 2016, during which he gained in-depth experience in investment product management. Since September 2016, he has been serving as the general manager at Shanghai Gulley Tree Investment Partnership (Limited Partnership)* (上海古喬投資合夥企業(有限合夥)).

Mr. Liu Jun obtained a bachelor’s degree in engineering in July 2000 and a master’s degree in management in May 2006, respectively, from Tongji University* (同濟大學), the PRC.

Save as disclosed above, Mr. Liu Jun does not hold any position in the Company or any other member of the Company, nor did he hold any directorship in any other listed companies in the last three years. Mr. Liu Jun does not have any relationship with any directors, supervisors, senior management or substantial shareholders of the Company. As at the Latest Practicable Date, to the Directors’ best knowledge, Mr. Liu Jun does not have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

If Mr. Liu Jun is appointed as an external supervisor, his term of office will be from the date of approval of his appointment at the AGM to the conclusion of the second session of the Board of Supervisors. Mr. Liu will not receive any remuneration for serving as an external supervisor.

Save as disclosed above, there are no other matters concerning the appointment of Mr. Liu Jun that are required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any matters which should be brought to the attention of the Shareholders of the Company.

An ordinary resolution will be proposed at the AGM to consider and approve the appointment of Mr. Liu Jun as external supervisor of the Company.

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LETTER FROM THE BOARD

III. OTHER INFORMATION IN RELATION TO THE PROPOSED ISSUE OF A SHARES

(1) Reasons for the Issue of A Shares and listing on the Sci-Tech Innovation Board

The Domestic Shares are currently listed on the NEEQ. The Company considers that the listing on the Sci-Tech Innovation Board would be beneficial to the Company and its Shareholders as a whole, and would allow the Company to access a more established platform in the PRC capital market, as the Shanghai Stock Exchange will help the Company to further enhance its corporate image, future prospects and corporate governance. In particular:

• (i) compared to the NEEQ, the Shanghai Stock Exchange is a more established market facing a wider recognition and a broader band of investors, hence enhancing the market recognition of the Company;

• (ii) the Shanghai Stock Exchange is also a more regulated platform with stringent requirements on disclosure, corporate governance and internal controls; and

• (iii) A shares listed on the Shanghai Stock Exchange have a higher liquidity and may obtain a higher valuation as compared to domestic shares listed on NEEQ, which is expected to strengthen the capital structure of the Company.

(2) Effects of the Issue of A Shares on shareholding structure of the Company

Assuming that a total of 87,130,000 new A Shares are to be issued, the shareholding structure of the Company as at the Latest Practicable Date and immediately after the completion of the Issue of A Shares is as follow (assuming there is no other change in the share capital of the Company from the Latest Practicable Date up to and including the date of completion of the Issue of A Shares):

Domestic Shares listed on NEEQ A Shares to be listed on the Sci-Tech Innovation Board(Note 1) (i) New A Shares proposed to be issued (ii) A Shares to be converted from existing Domestic Shares Sub-total H Shares Total	As at the Latest Practicable Date 601,400,000 – – 601,400,000 182,746,500 784,146,500	Immediately after the completion of the Issue of A Shares – 87,130,000 601,400,000
		688,530,000 182,746,500
		871,276,500

Notes:

• (1) After the Issue of A Shares, the existing Domestic Shares will be converted into A Shares and be listed and traded on the Sci-Tech Innovation Board.

• (2) Without regard to the Pre-IPO Options and the 2018 Convertible Bonds.

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LETTER FROM THE BOARD

At the time of the listing of the H Shares on the Stock Exchange, the Stock Exchange has granted the Company a waiver that the minimum public float requirement under Rule 8.08(1) of the Listing Rules be reduced and the minimum percentage of the H Shares from time to time held by the public to be the highest of: (a) 16%; (b) such percentage of H Shares to be held by the public immediately after completion of the Global Offering (assuming the overallotment option is not exercised); or (c) such percentage of H Shares to be held by the public after the exercise of the over-allotment option, but the percentage of minimum public float so decided above shall be reduced as a result of any increase in the Company’s issued share capital following any issue of Domestic Shares by the Company upon the exercise of any Pre-IPO Options and/or the 2018 Convertible Bonds, provided that (i) the market capitalization of the portion of the total number of the Company’s issued shares held by the public shall exceed HK$375 million at the time of listing pursuant to Rule 18A.07 of the Listing Rules and (ii) the minimum percentage of public float from time to time shall not be lower than 15.71% of the Company’s issued share capital. Details of the waiver in relation to public float is set out in “Waivers from Strict Compliance with the Listing Rules and Exemptions from Strict Compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance – Waiver in relation to Public Float” in the Prospectus.

Following the Global Offering (including full exercise of the over-allotment option), to the best of knowledge of the Company having made all reasonable enquiries, as of the Latest Practicable Date, the Company maintained a minimum public float of H Shares of approximately 18.56%.

Assuming a maximum of 87,130,000 A Shares are issued, the Company’s public float (including H Shares and A Shares held by the public but excluding any A Shares that may be issued as part of the Issue of A Shares to shareholders holding 10% or more of the share capital of the Company or their parties acting in concert, the Company’s directors, supervisors, senior management and their respective associates) will be approximately 26.71% following the completion of the Proposed Issue of A Shares. The Company would still be able to meet the minimum requirement on public float percentage as imposed by the Stock Exchange at the time of the Company’s listing of H Shares. The Company will closely monitor its public float percentage (including H Shares and A Shares held by the public) to make sure its compliance, at all times, with relevant requirements on public float as stipulated under the Listing Rules and will promptly notify the Stock Exchange of any changes in the Company’s public float.

(3) Fund raising activities in the past twelve months

On 24 December 2018, the Company issued 158,910,000 new H Shares at HK$19.38 per H Share for total gross proceeds of approximately HK$3,080 million by way of initial public offering of the Company on the Stock Exchange.

On 4 January 2019, as part of the Global Offering, the over-allotment option was fully exercised and the Company issued an aggregate of 23,836,500 H Shares at HK$19.38 per H Share for total gross proceeds of approximately HK$462 million.

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LETTER FROM THE BOARD

After the deduction of listing expenses, the total net proceeds from the Global Offering (including the exercise of the over-allotment option) was approximately HK$3,413 million.

The intended use of net proceeds from the Global Offering as disclosed in the Prospectus is as below:

• Approximately 65% of the net proceeds will be allocated to the R&D and commercialisation of the Group’s drug candidates as follows:

• Approximately 40% of the net proceeds will be used for the R&D and commercialisation of JS001, to fund clinical trials for JS001 including (i) ongoing clinical trials in the PRC; (ii) post-launch Phase III clinical trials in the PRC; (iii) additional clinical trials to be initiated in the PRC for additional indications and combination therapies; and (iv) Phase I clinical trial in the United States and to fund the commercial launch of JS001;

• Approximately 16% of the net proceeds will be used for the R&D of the Group’s other drug candidates to fund clinical trials, including head-to-head clinical trials and post-approval studies. Specifically, it will be used to fund (i) Phase I and III clinical trials for UBP1211 in the PRC; (ii) Phase I, II and III clinical trials for JS002 in the PRC; (iii) Phase I, II and III clinical trials for UBP1213 in the PRC; and (iv) preclinical studies and clinical trials for the Group’s other drug candidates in the PRC;

• Approximately 9% of the net proceeds will be used for the construction of the Lingang Production Base and the Wujiang Production Base;

• Approximately 25% of the net proceeds will be used for the Group’s investment in and acquisition of companies in the pharmaceutical sector, in particular companies with strong R&D and/or commercialization capabilities that are complementary to the Company. As of the Latest Practicable Date, the Company has not yet identified any specific targets, or adopted a concrete timetable or expected capital expenditure plan to implement any acquisition, and we have not entered into any letter of intent or agreement in relation to any acquisition; and

• Approximately 10% of the net proceeds will be used for the Group’s working capital and other general corporate purposes.

As at 31 March 2019, the Company has utilized approximately RMB543 million of the net proceeds in the following manner: (1) approximately RMB227 million for the R&D, clinical trials and commercialization of JS001; (2) approximately RMB61 million for R&D and clinical trials for other drug candidates of the Group; (3) approximately RMB247 million for the construction of the Lingang Production Base and the Wujiang Production Base; and (4) approximately RMB9 million on the Group’s working capital and other general corporate purposes.

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LETTER FROM THE BOARD

The remaining proceeds are intended to be used in line with those disclosed in the Prospectus.

Apart from the fund raising activities listed above, the Company has not conducted any fund raising activates involving the issue of equity securities within 12 months immediately prior to the Latest Practicable Date.

(4) Waiver from strict compliance with Rule 10.08 of the Listing Rules

Pursuant to Rule 10.08 of the Listing Rules, at the time of listing of its H Shares on the Stock Exchange, the Company undertook to the Stock Exchange that, except pursuant to the Global Offering (including any allotment and issue of Shares pursuant to the over-allotment option, the Pre-IPO Options and the 2018 Convertible Bonds) or for the circumstances provided under Rule 10.08(1) to (4) of the Listing Rules, at any time during the period of six months from the listing date, being 24 December 2018 (the “ Six-Month Period ”), the Company shall not, without the prior written consent of the Stock Exchange or unless in compliance with the requirements of the Listing Rules, allot or issue or agree to allot or issue any Shares or other securities convertible into equity securities of the Company (whether or not of a class already listed, and whether or not such issue of Shares or securities of the Company will be completed within the said Six-Month Period).

In relation to the Issue of A Shares, the Company has applied for, and the Stock Exchange has granted, a waiver from strict compliance with Rule 10.08 of the Listing Rules, on the basis that it would be unduly burdensome and may not be in the interests of the Shareholders of the Company and the investing public to delay the commencement of procedures for the Issue of A Shares, for the following reasons:

• (a) The possibility of the Issue of A Shares and listing on the Sci-Tech Innovation Board was promulgated in January 2019, and provided the Company with a new opportunity which could not have been anticipated at the time of the Global Offering.

• (b) The Company expects the listing on the Sci-Tech Innovation Board together with the de-listing of Domestic Shares from NEEQ would involve an extended regulatory process, especially in light of the number of applications on the way. The biotechnology industry is an ever-changing and competitive industry. The Company and the Board are unable to fully assess the Issue of A Shares or to keep its Shareholders abreast of the Company’s latest development and strategic planning and proposal on the topic due to the six-month restriction, and the Company has also been spending resources to ensure confidentiality is maintained and overseeing the possibility of market speculation and rumors. Given the extremely competitive nature of and great need of a good capital market platform in the biotechnology industry, this may create an adverse impact on the Company’s business and prospects.

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LETTER FROM THE BOARD

• (c) Strive to be an innovation-driven biopharmaceutical company, the Company is dedicated in its discovery and development of drugs. To further progress the Company’s development, the Company is also making a long-term strategic planning for the Company’s market positioning and channels for capital at reasonable costs. Any delay in the completion of the Sci-Tech Innovation Board listing will create an adverse impact to its business by delaying or even halting the R&D and commercialization of drugs. Therefore, if the Company’s business expands broadly in the coming years, keeping a higher level sufficiency of working capital in the long run would form a protection to the Company, the existing H Shareholders and potential investors of the Company.

• (d) The Company is of the view that the waiver would not result in undue risks to the H Shareholders because:

• (i) The actual allotment of new A Shares would only take place after the Six-Month Period.

• (ii) It will also not diminish Mr. Xiong Jun’s commitment to the Company as he will continue to be the single largest shareholder of the Company after the Sci-Tech Innovation Board listing (together with Shares held by his parties acting in concert), and he will be subject to an additional lock-up period of 36 months after the Sci-Tech Innovation Board listing according to the requirements under the Sci-Tech Innovation Board Implementation Opinion and Shanghai Stock Exchange Consultation.

• (iii) The dilutive effect from the Sci-Tech Innovation Board listing is relatively limited as illustrated above. There will be no change in the number of H Shares.

• (iv) The Issue of A Shares will be subject to Shareholders’ approval at the AGM and the Class Meetings.

• (v) The Sci-Tech Innovation Board listing (including the allotment of A Shares) will be conducted in a highly regulated and orderly market, and in accordance with applicable rules and regulations in the PRC, including the listing rules of the Shanghai Stock Exchange.

IV. AGM AND THE CLASS MEETINGS

The AGM, the Class Meeting of Domestic Shareholders and the Class Meeting of H Shareholders will be held at Jumeirah Himalayas Hotel, Shanghai, No. 1108 Mei Hua Road, Pudong, Shanghai, the PRC at 10:30 a.m., immediately after the conclusion of the AGM and immediately after the conclusion of the Class Meeting of Domestic Shareholders respectively, on Monday, 17 June 2019. Notice convening the AGM has been despatched on 29 March 2019, and Supplemental Notice of the AGM and Notices of the Class Meetings has been despatched to the Shareholders on 30 April 2019 and have been published on the websites of the Stock Exchange (http://www.hkexnews.hk) and of the Company (www.junshipharma.com).

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LETTER FROM THE BOARD

The notice of meeting to the holders of Domestic Shares has also separately been published on the NEEQ website (http://www.neeq.com.cn).

For details of other resolutions to be proposed at the AGM, the eligibility and registration procedures for attending the AGM and other matters in relation to the AGM, please refer to the Circular and the Notice of the AGM.

V. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

The register of members of H Shares of the Company has been closed from Saturday, 18 May 2019 to Monday, 17 June 2019, both days inclusive, during which period no transfer of H Shares will be registered, in order to determine the holders of the H Shares of the Company who are entitled to attend and vote at the forthcoming AGM and Class Meeting of H Shareholders to be held on Monday, 17 June 2019.

VI. PROXY FORM AND REPLY SLIP

A Shareholder entitled to attend and vote at a meeting may appoint one or more persons as his/her proxy(ies) to attend and vote on his/her behalf. A proxy need not be a Shareholder of the Company but must attend the meeting in person to represent the Shareholder. Shareholders who intend to attend the meeting by proxy should complete the proxy form(s) and the revised reply slip.

For holders of H Shares, the supplemental proxy form for the AGM and the proxy form for the Class Meeting of H Shareholders should be returned to the Company’s H Share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in person or by post as soon as possible and no later than 24 hours before the time fixed for holding the meeting (i.e. not later than Sunday, 16 June 2019 at 10:30 a.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending the meeting and any adjournment thereof and voting in person. In such event, the proxy form shall be deemed to be revoked.

H shareholders who intend to attend the meeting in person or by proxy should return the revised reply slip for the AGM and the reply slip for the Class Meeting of H Shareholders to the Company’s H share registrar, Tricor Investor Services Limited on or before Monday, 27 May 2019.

VII. VOTING BY WAY OF POLL

According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the chairman of the AGM and the Class Meetings will demand a poll for all resolutions to be proposed at the AGM and the Class Meetings in accordance with Article 87 of the Articles of Association. Poll results of the AGM and the Class Meetings will be announced by the Company in the manner prescribed under Rule 13.39(5) of the Listing Rules after the AGM and the Class Meetings.

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LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, none of the Shareholders are required to abstain from voting at the AGM and/or the Class Meetings.

VIII. RECOMMENDATIONS

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

IX. RESPONSIBILITY STATEMENT

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

X. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the Circular, and appendices to this supplemental circular.

There is no assurance that the Issue of A Shares will proceed. Shareholders and investors are advised to exercise caution in dealings in the H Shares. Further details about the Issue of A Shares will be disclosed by the Company in due course.

Yours faithfully, For and on behalf of the Board

Shanghai Junshi Biosciences Co., Ltd.* Xiong Jun Chairman

* For identification purposes only.

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APPENDIX I

THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS AFTER THE ISSUE OF A SHARES AND LISTING ON THE SCI-TECH INNOVATION BOARD

According to the relevant requirements and regulations including the “Notice on Further Implementing Matters Related to the Cash Dividend Distribution by Listed Companies” and “Guideline No. 3 on the Supervision and Administration of Listed Companies – Distribution of Cash Dividends of Listed Companies” issued by the CSRC, and the “Guidelines of the Shanghai Stock Exchange on Distribution of Cash Dividends of Listed Companies” issued by the Shanghai Stock Exchange, to clarify the Company’s plan for providing reasonable investment returns to shareholders, optimise the cash dividend policy, improve the transparency and operability of decision-making on profit distribution and facilitate supervision of the Company’s operations and profit distribution by shareholders, the Company has formulated the Three-year Dividend Distribution Plan for Shareholders after the Initial Public Offering of Shares and the Listing on the Sci-Tech Innovation Board by Shanghai Junshi Biosciences Co., Ltd. (this “Plan”), the detailed contents of which are set out below:

I. Factors Considered by the Company in Formulation of the Plan

The Company focuses on its long-term and sustainable development. When formulating this Plan, the Company took into consideration a range of factors, including its actual operation, future profitability, business development plans, cash flow, shareholders’ return, costs of social capital and external financing conditions, and made specific institutional arrangements for its profit distribution to achieve a balance between shareholders’ reasonable investment returns and the Company’s sustainable development to ensure the continuity and sustainability of the profit distribution policy and the lasting, sustainable, healthy business operational capabilities of the Company.

II. Principles Complied by the Company in Formulation of this Plan

• (1) Strictly implement basic principles of the Company’s profit distribution stipulated in Articles of Association of the Company;

• (2) Fully consider and listen to opinions of the shareholders, especially minority shareholders, and independent directors;

• (3) Properly maintain the balance between short-term benefits and long-tern development and prevent the Company’s profit distribution from harming its business operational abilities;

• (4) Adhere to the distribution of cash dividends, value reasonable investment return to investors, ensure continuity and stability of profit distribution and comply with relevant requirements of laws and regulations.

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THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS AFTER THE ISSUE OF A SHARES AND LISTING ON THE SCI-TECH INNOVATION BOARD

APPENDIX I

III. Protection of Shareholders’ Interests

• (1) The profit distribution proposal of the Company shall be proposed and formulated by the management and the board of directors of the Company based on requirements of the Articles of Association, profitability, capital requirements and shareholders’ return plan. The proposal shall be submitted for consideration and approval at the general meeting after consideration and approval by the board of directors. Independent directors shall express independent opinions on the profit distribution proposal.

• (2) When considering specific plans for distribution of cash dividends, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion, conditions for adjustment and requirements for decision-making procedures involved in implementing the Company’s distribution of cash dividends. The proposal shall be approved by more than half of all directors and more than half of all independent directors. Independent directors shall express independent opinions, which shall be disclosed in a timely manner. Independent directors may collect opinions from minority shareholders and prepare a distribution proposal to be directly submitted to the board of directors for its consideration. Where the Company generated profits in the current year, but no profit distribution proposal, including cash dividends, was made by the board of directors, independent directors shall express independent opinions thereon. The Company shall also disclose the reasons thereof and the intended use and arrangement of the Company’s retained capital.

• (3) When considering specific plans for distribution of cash dividends at the general meeting, the Company shall listen to opinions and requests from shareholders, especially minority shareholders and respond to their concerns in a timely manner by communicating through various channels (including but not limited to providing online voting, inviting minority shareholders to attend general meetings, telephone, email, investors’ relations management and communication platform etc.). The distribution proposal shall be passed by more than half of the voting rights held by shareholders or their proxies present at the general meeting.

• (4) The Company will demonstrate with prudence the adjustments to the profit distribution policy based on changes in actual conditions, including its production operations, capital requirements and long-term development. The adjusted profit distribution policy shall uphold the principle of protecting shareholders’ interests and shall not violate the requirements under relevant laws, regulations and regulatory documents. Independent directors shall express opinions on the proposals in relation to adjustments to the profit distribution policy, which shall be submitted for approval at the general meeting upon consideration by the board of directors of the Company and passed by more than two-thirds of the voting rights held by shareholders present at the general meeting. The Company shall provide convenience to minority shareholders by adopting both on-site voting and online voting at its general meetings.

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APPENDIX I

THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS AFTER THE ISSUE OF A SHARES AND LISTING ON THE SCI-TECH INNOVATION BOARD

• (5) The board of supervisors shall monitor the implementation of the Company’s profit distribution policy and shareholders’ return plan carried out by the board of directors and the management, as well as the fulfillment of corresponding decision-making procedures and information disclosure.

• (6) The Company shall disclose the details about the formulation and implementation of the profit distribution plan and the cash dividend policy in its annual report in strict compliance with relevant requirements, and specify following matters:

• (i) Whether requirements of the Articles of Association or the resolutions passed at the general meeting have been complied with;

• (ii) Whether the criteria and proportions of dividend distribution are specific and clear;

• (iii) Whether relevant decision-making procedures and systems are sound;

• (iv) Whether independent directors have duly performed their duties and functions;

• (v) Whether there are opportunities for minority shareholders to fully express their opinions and requests, and whether their legal interests are well protected.

In the event of any adjustment or change to the cash dividend policy, detailed explanation shall be provided on whether the conditions and procedures for adjustments or changes to the policy are in compliance and transparent.

• (7) After the profit distribution plan has been resolved at the general meeting, the board of directors of the Company shall complete the dividend (or share) distribution within 2 months after the date of convening the general meeting.

IV. Details of the Shareholders’ Return Plan of the Company for the next three years

• (1) Provided that the conditions of profit distribution are satisfied, the Company may distribute dividends in cash, shares, a combination of both cash and shares or by other ways permitted under laws and regulations, and shall give priority to cash dividends over share dividends. The Company shall determine specific distribution proportions in accordance with the distributable profit and the amount of capital surplus that can be utilized under the Company’s consolidated financial statements or the financial statements of the parent company, whichever is lower.

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APPENDIX I

THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS AFTER THE ISSUE OF A SHARES AND LISTING ON THE SCI-TECH INNOVATION BOARD

• (2) The following conditions shall also be satisfied when the Company implement cash dividend:

• (i) The distributable profit (i.e. after-tax net profit after the Company has made up for losses and withdrawn from the statutory reserve fund) for the year is positive;

• (ii) Cash dividend shall not exceed the accumulated distributable profit of the Company;

• (iii) The audit institution has issued a standard audit report with unqualified opinion on the financial report for the financial year;

• (iv) The Company has no such events as major investment plan or significant cash expenditure (excluding projects from raised proceeds);

• (v) Significant investment plan or significant cash expenditure refers to: the proposed external investment, acquisition of assets or purchase of equipment by the Company in the upcoming twelve months with accumulated expenses amounting to or exceeding 30% of the latest audited total assets of the Company, and exceeding RMB50 million.

• (3) In the case that profits are distributed by way of shares, true and reasonable reasons such as the Company’s growth, dilution of net asset value per share shall be taken into consideration. Share distribution may be implemented singly or in combination with cash dividend distribution.

The board of directors of the Company shall take into consideration various factors, including its industry features, development stages, its own business model and profitability as well as whether the Company has any substantial capital expenditure arrangement, and differentiate the following circumstances and propose differentiated cash dividend policies in accordance with the procedures under the Articles of Association:

1. Where the Company is in a developed stage with no substantial capital expenditure arrangement, the dividend distributed in the form of cash shall not be less than 80% of the total profit distribution when profits are distributed;

2. Where the Company is in a developed stage with substantial capital expenditure arrangement, the dividend distributed in the form of cash shall not be less than 40% of the total profit distribution when profits are distributed;

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APPENDIX I

THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS AFTER THE ISSUE OF A SHARES AND LISTING ON THE SCI-TECH INNOVATION BOARD

1. Where the Company is in a developing stage with substantial capital expenditure arrangement, the dividend distributed in the form of cash shall not be less than 20% of the total profit distribution when profits are distributed.

Where the Company’s stage of development is difficult to distinguish but there is substantial capital expenditure arrangement, the profit distribution may be dealt with pursuant to the previous rules. The profit distribution proposal shall be proposed by the board of directors and implemented upon consideration and approval at the general meeting.

• (4) Provided that the conditions of profit distribution are satisfied, the Company shall distribute cash dividends once a year in principle, and determine whether interim cash dividends shall be distributed after considering profits and capital requirements.

V. Formulation of Cycle of Future Shareholders’ Return Plans and Relevant Decisionmaking Mechanism

• (1) The board of directors of the Company shall review the shareholders’ return plan at least once every three years to ensure that the contents of the shareholders’ return plan do not violate the profit distribution policy set out in the Articles of Association. The board of directors of the Company may propose interim dividend distribution based on the liquidity position of the Company.

• (2) Adjustments or changes to the profit distribution policy and the shareholders’ return plan on the basis of the Company’s production and operation conditions, investment plans and long-term development requirements shall not violate relevant laws, regulations, regulatory documents and the Articles of Association. Resolutions in relation to amendments or changes to the profit distribution policy and the shareholders’ return plan are subject to thorough discussion by the board of directors and full consideration of the opinions of the board of supervisors and public investors. After consideration and approval by the board of directors of the Company, relevant resolutions shall be proposed at the general meeting for shareholders’ consideration and approval. The Company shall provide detailed explanation on the reasons for the adjustments in the related resolutions submitted to the general meeting, and independent directors shall express independent opinions on the reasonableness of the adjustments to the profit distribution plan. During consideration at the general meeting, relevant resolutions shall be subject to approval by more than two-thirds of the voting rights held by the shareholders present at the general meeting. The Company shall provide the convenience of online voting or other forms of voting to shareholders present at the general meeting for the consideration of the changes to the profit distribution policy and the shareholders’ return plan. Independent directors of the Company may solicit voting rights from the shareholders of the Company prior to the convening of the general meeting. To exercise the above power, independent directors shall obtain approval of more than half of all independent directors.

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APPENDIX I

THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS AFTER THE ISSUE OF A SHARES AND LISTING ON THE SCI-TECH INNOVATION BOARD

VI. Other Matters

• (1) The matters not covered in this Plan shall be executed in accordance with relevant laws, regulations, regulatory documents and the Articles of Association.

• (2) Upon consideration and approval at the general meeting, this Plan shall take effect on the Company’s date of initial public offering of shares and listing on the Sci-Tech Innovation Board.

• (3) This Plan shall be interpreted by the board of directors of the Company.

• Note: If there is any inconsistency between the English and Chinese versions of this appendix, the Chinese version shall prevail.

– 44 –

APPENDIX II

PLAN FOR STABILIZATION OF PRICE OF A SHARES WITHIN THREE YEARS AFTER THE ISSUE OF A SHARES AND LISTING ON THE SCI-TECH INNOVATION BOARD

In order to protect the interests of investors and enhance investors’ confidence, this Plan is hereby formulated with respect to the price of A shares 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”), the Opinions of the China Securities Regulatory Commission for Further Promoting the Reform of the New Share Issuance System, the Hong Kong Codes on Takeovers and Mergers and Share Buy-Backs and other relevant laws, regulations and regulative documents.

I. Measures to Stabilize the Share Price

Within three years from the date of listing of the Company’s shares, if the closing price is lower than the latest audited net assets per share of the Company for twenty consecutive trading days (after making adjustment to the net assets per share for changes to the Company’s net assets or total number of shares due to profit distribution, capital conversion from capital reserve, issuance of additional shares and placing since the reference date of the latest audit), and is not caused by force majeure, the Company and relevant entities will, in conformity with relevant laws, regulations and regulatory rules, take one or more of the following measures to stabilize the Company’s share price: repurchase of the Company’s shares by the Company itself; increasing their shareholding by the controlling shareholder, de facto controller and its parties acting in concert; increasing the shareholding by the Company’s directors (except for independent directors, the same below) and senior management members; and other ways as approved by securities regulatory authorities.

The board of directors of the Company (the “Board”) will formulate a specific implementation plan for stabilizing share price within ten trading days from the date when the Company’s share price triggers the conditions for launching share price stabilization measures, implement those measures after completing relevant internal decision-making procedures and external approval/filing procedures (if required), and announce such action in accordance with the requirements for information disclosure of listed companies. Within two trading days from the date when the Company completes the implementation of share price stabilization measures and fulfills the commitment, the Company shall announce the information on the implementation of share price stabilization measures. Within 120 trading days after the Company’s share price stabilization measures are completed and the commitments are fulfilled, if the Company’s share price again triggers the conditions for launching the share price stabilization measures, the Company, controlling shareholder, de facto controller and its parties acting in concert, directors, senior management members, and other relevant responsible entities shall continue to fulfill their obligations in accordance with the above commitments. Within 90 natural days from the date when the share price stabilization plan is announced, if the conditions for the termination of the share price stabilization plan are not met, the share price stabilization plan formulated by the Board will automatically take effect again immediately, and the Company, controlling shareholder, de facto controller and its parties acting in concert, directors, senior management members, and other relevant responsible

– 45 –

APPENDIX II

PLAN FOR STABILIZATION OF PRICE OF A SHARES WITHIN THREE YEARS AFTER THE ISSUE OF A SHARES AND LISTING ON THE SCI-TECH INNOVATION BOARD

entities shall continue to implement share price stabilization measures; or the Board shall immediately propose and implement a new share price stabilization plan until the conditions for the termination of share price stabilization plan are met.

1. Specific arrangement for the repurchase of the Company’s shares by the Company itself

• (1) The Company’s repurchase of shares with a view to stabilizing the share price shall comply with the relevant laws and regulations such as the Administrative Measures for the Repurchase of Public Shares by Listed Companies (Provisional) and the Supplementary Provisions on the Repurchase of Shares by Listed Companies through Call Auction, and should not lead to any non-compliance by the Company in respect of the distribution of it shares against the listing conditions.

• (2) The Board shall resolve on the repurchase of shares, and the directors of the Company shall promise to vote at the Board meeting for such repurchase matters.

• (3) The shareholders’ meeting shall resolve on the repurchase of shares. Resolution shall be approved by more than two-thirds of shareholders present at the meeting with voting rights, and the Company, controlling shareholder, de facto controller and its parties acting in concert shall commit to vote in favor of such repurchase matters at the general meeting.

• (4) In addition to complying with the requirements of relevant laws, regulations and regulatory rules, the Company shall comply with the following requirements when repurchasing shares with a view to stabilize the share price:

  • (i) The total amount of funds used by the Company to repurchase shares shall not exceed the total amount of funds raised by the Company from the initial public offering and listing of shares on the Sci-Tech Innovation Board of the Shanghai Stock Exchange;

  • (ii) The Company’s funds used for single repurchase of shares shall not exceed RMB5 million;

  • (iii) The Company’s single repurchase of shares shall not exceed 2% of the Company’s total share capital.

• (5) After the Board announces the share repurchase plan, if the weighted average price of the Company’s shares after ex-entitlement (the weighted average is obtained according to the number of transactions on the day, excluding bulk transactions) exceeds the net assets per share after ex-entitlement audited in the Company’s preceding financial year for 5 consecutive trading days, the Board should make a resolution to terminate the repurchase of shares.

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APPENDIX II

PLAN FOR STABILIZATION OF PRICE OF A SHARES WITHIN THREE YEARS AFTER THE ISSUE OF A SHARES AND LISTING ON THE SCI-TECH INNOVATION BOARD

2. Specific arrangements for shareholders to increase its shareholding

The Company’s controlling shareholder, de facto controller and its parties acting in concert will increase the public shares held of the Company by purchasing in the secondary market through stock exchange within 90 natural days from the date of the announcement of the share price stabilization plan, and the shareholding so increased shall not exceed 2% of the total shares of the Company. The shares so increased will not be sold within six months after the completion of the shareholding increase plan, and the equity distribution of the Company after the increase shall be in line with the listing conditions. The increase in shareholding and information disclosure shall comply with the Company Law, the Securities Law and other relevant laws and administrative regulations.

3. Specific arrangements for the Company’s directors (excluding independent directors) and senior management members to increase its shareholding

The Company’s directors (excluding independent directors) and senior management members will increase the public shares by purchasing in the secondary market through stock exchange within 90 natural days from the date of the announcement of the share price stabilization plan, and the monetary funds used for the shareholding increase shall be neither less than 30% of the total remuneration received by such directors and senior management from the Company of the preceding year, nor more than the total remuneration received by such directors and senior management members during the preceding year. The shares so increased will not be sold within six months after the completion of the shareholding increase plan, and the equity distribution of the Company after the increase shall be in line with the listing conditions. The increase in shareholding and information disclosure shall comply with the Company Law, the Securities Law and other relevant laws and administrative regulations.

For the new directors and senior management members of the Company to be appointed in the future, the Company shall only appoint such directors and senior management members after they commit to the fulfillment of the commitment that the directors and senior management members have made during this issuance of shares and listing of the Company.

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APPENDIX II

PLAN FOR STABILIZATION OF PRICE OF A SHARES WITHIN THREE YEARS AFTER THE ISSUE OF A SHARES AND LISTING ON THE SCI-TECH INNOVATION BOARD

4. Circumstances for the termination of the share price stabilization plan

Within 90 natural days from the date of the announcement of the share price stabilization plan, if any of the following circumstances occurs, it is deemed that the implementation of the share price stabilization measures is completed and the commitment is fulfilled, and the implementation of the announced share price stabilization plan shall be terminated:

• (1) The closing price of the Company’s shares is higher than the latest audited net assets per share of the Company for 10 consecutive trading days (after making adjustments to the net assets per share for changes in the Company’s net assets or total number of shares due to profit distribution, capital conversion from capital reserve, issuance of additional shares and placing since the reference date of the latest audit);

• (2) Continued repurchase or increase the shares held of the Company will result in the inconsistence of the Company’s equity distribution with the listing requirements;

• (3) The funds used by the Company and related entities to repurchase or increase the shares held of the Company reach the upper limit prescribed in this Plan.

5. Restrictive measures for failing to implement the share price stabilization plan

If the share price stabilization plan formulated by the Board involves the increase in the Company’s shares held by controlling shareholder, de facto controller and its parties acting in concert, and if the controlling shareholder, de facto controller and its parties acting in concert fail to fulfill the commitment to stabilizing the share price, the Company shall have the right to detain the cash dividends upon the expiry of 90 natural days after the date of the announcement of the share price stabilization plan, until they fulfill their obligations to increase their shareholding.

If the share price stabilization plan formulated by the Board involves the increase in the shareholding by directors and senior management members of the Company, and if the directors and senior management members of the Company fail to fulfill the commitment to stabilizing the share price, the Company shall have the right to withhold the income received by such directors and senior management members from the Company upon the expiry of 90 natural days after the date of the announcement of the share price stabilization plan, until they fulfill their obligations to increase their shareholding.

– 48 –

APPENDIX II

PLAN FOR STABILIZATION OF PRICE OF A SHARES WITHIN THREE YEARS AFTER THE ISSUE OF A SHARES AND LISTING ON THE SCI-TECH INNOVATION BOARD

• II. Commitments of the Company, Shareholders, Directors and Senior Management Members of the Company to the Share Price Stabilization

• (1) The Company make the following commitments to the share price stabilization within three years after the initial public offering and listing of shares of the Company: After the share price reaching the specific conditions for launching the share price stabilization measures as specified in the Plan for Stabilization of Share Price Within Three Years After the Initial Public Offering and Listing of Shares on the Sci-Tech Innovation Board of Shanghai Junshi Biosciences Co., Ltd.* within three years after the Company’s shares are listed, it will comply with the specific implementation plan of share price stabilization made by the Board, and take specific implementation measures, including but not limited to repurchase of the Company’s shares, and other share price stabilization measures made by the Board according to the specific implementation plan.

• (2) The controlling shareholder, de facto controller and its parties acting in concert make the following commitments to the share price stabilization within three years after the initial public offering and listing of shares of the Company: After the share price reaching the specific conditions for launching the share price stabilization measures as specified in the Plan for Stabilization of Share Price Within Three Years After the Initial Public Offering and Listing of Shares on the Sci-Tech Innovation Board of Shanghai Junshi Biosciences Co., Ltd.* within three years after the Company’s shares are listed, they will comply with the specific implementation plan of share price stabilization made by the Board, and take specific implementation measures, including but not limited to increasing the shareholding, and other share price stabilization measures made by the Board according to the specific implementation plan; vote in favor of the resolutions related to the Company’s repurchase of shares at the Board meetings convened for the repurchase of shares by the Company itself as proposed by the specific implementation plan; and vote in favor of such implementation plan at the general meeting when the implementation of such plan is subject to voting at the general meeting.

• (3) The directors and senior management members of the Company make the following commitments to the share price stabilization within three years after the initial public offering and listing of shares of the Company: After the share price reaching the specific conditions for launching the share price stabilization measures as specified in the Plan for Stabilization of Share Price Within Three Years After the Initial Public Offering and Listing of Shares on the Sci-Tech Innovation Board of Shanghai Junshi Biosciences Co., Ltd.* within three years after the Company’s shares are listed, they will comply with the specific implementation plan of share price stabilization made by the Board, and take specific implementation measures, including but not limited to increasing the shareholding, and other share price stabilization measures made by the Board according to the specific implementation

– 49 –

APPENDIX II

PLAN FOR STABILIZATION OF PRICE OF A SHARES WITHIN THREE YEARS AFTER THE ISSUE OF A SHARES AND LISTING ON THE SCI-TECH INNOVATION BOARD

plan; vote in favor of the resolutions related to the Company’s repurchase of shares at the Board meetings convened for the repurchase of shares by the Company itself as proposed by the specific implementation plan; for those shareholders who are directors and senior management members of the Company, vote in favor of such implementation plan at the general meeting when the implementation of such plan is subject to voting at the general meeting. They will not give up performing the above commitments due to the change of position or resignation.

• For identification purpose only

Note: If there is any inconsistency between the English and Chinese versions of this appendix, the Chinese version shall prevail.

– 50 –

APPENDIX III

THE IMPACT OF DILUTION ON IMMEDIATE RETURN BY THE ISSUE OF A SHARES AND RECOVERY MEASURES

In order to reduce the impact of dilution on current returns in respect of the public offering, strengthen the Company’s capability in generating returns on continuous basis and fully protect the minority interests, the Company has conducted in-depth analysis on the effects of the offering on dilution on current returns in accordance with relevant requirements under the Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Markets (Guo Fa [2014] No. 17), the Opinions of the General Office of the State Council on Further Strengthening the Protection of Small and Medium Investors’ Legitimate Interests in the Capital Markets (Guo Ban Fa [2013] No. 110) and the Guiding Opinions on Matters Relating to the Dilution of Current Returns as a Result of Initial Public Offering, Refinancing and Major Asset Restructuring (CSRC Announcement [2015] No. 31). And the Company and relevant parties have formulated relevant measures in respect of dilution on current returns. Details are set out below:

I. Effects of the offering on dilution on current returns

Prior to the offering, the total share capital of the Company is 784,146,500 shares. No more than 87,130,000 new shares will be issued under the offering. If over-allotment is arranged, the number of over-allotted shares should not exceed 15% of the total number of new shares issued, and should be included in the 87,130,000 shares. As it takes time for the receipt of proceeds, and the investment projects of the Company are subject to certain waiting period until production, making them unable to create economic benefits in short term, bringing exposure to dilution on current returns.

II. Measures to be taken by the Company in response to the dilution on current returns in respect of the offering

In order to fully protect the minority interests, the Company will take various measures in preventing exposures to dilution on current returns and enhancing its profitability. Details are set out below:

1. Focusing on the advancement and commercialization of drug candidates

Speeding up the R&D progress and commercialization of drug candidates is the Company’s key work in the future. The Company will further accelerate the R&D of pre-clinical products, rapidly promote the implementation of the clinical trials for JS001 in multi-center in the United States and internationally, advance the clinical trials of multiple follow-up tumor indications for JS001 in China as soon as possible and the receipt of approval for the NDA, lay emphasis on supporting the clinical trials for the world’s pioneering drugs in the United States, and facilitate the commercialization of JS002 and other drug candidates through clinical trials. In addition, the Company will gradually establish and improve the market and sales system suitable for future development needs to enhance and strengthen the Company’s market development and sales capabilities.

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THE IMPACT OF DILUTION ON IMMEDIATE RETURN BY THE ISSUE OF A SHARES AND RECOVERY MEASURES

APPENDIX III

2. Enhancing business management and improving operational efficiency

The Company will further improve its internal control, strengthen and refine its management, strictly control its expenditures, put greater efforts in its cost control, and enhance the profitability of the Company.

3. Strengthening management over investment projects and proceeds raised

All investment projects are centering on major operations of the Company. The implementation of these projects will be beneficial for the improvement of the competitiveness and profitability of the Company. Upon the receipt of proceeds to be raised under the offering, the Company will facilitate and promote the implementation of investment projects, aiming to realize expected profit generation from investment projects as early as possible. Meanwhile, the Company will strengthen its management over proceeds raised and regulate utilization of proceeds in accordance with the requirements under the Articles of Association, the Administrative Measures on Proceeds Raised and relevant laws and regulations, thus ensure the realization of expected returns by applying proceeds raised for proposed purposes.

4. Improving profit distribution policy and increasing returns for investors

In order to further regulate its profit distribution policy, the Company considered and approved the “Articles of Association of Shanghai Junshi Biosciences Co., Ltd. (Draft)” and the “Three Year Plan on Profit Distribution for Shareholders upon the Initial Public Offering and Listing of Shares of Shanghai Junshi Biosciences Co., Ltd. on the Sci-Tech Innovation Board”, which will be applicable upon the listing of the Company, at the general meeting of the Company in accordance with the requirements under the “Notice on Further Implementing Matters concerning Cash Dividends of Listed Companies” and the “Guideline No. 3 for the Supervision and Administration of Listed Companies – Cash Dividends of Listed Companies”, as well as based on actual condition of the Company. The profit distribution policy and future profit distribution plan of the Company focus on providing reasonable, stable investment returns for investors. The Company will distribute profits strictly in compliance with its requirements. Upon the completion of the initial public offering and listing of shares of the Company, the Company will widely listen to the opinions and advices from independent directors and investors, especially the minority shareholders, thereby continuously improving its profit distribution policy and increasing the returns for investors.

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THE IMPACT OF DILUTION ON IMMEDIATE RETURN BY THE ISSUE OF A SHARES AND RECOVERY MEASURES

APPENDIX III

5. Improving corporate governance and putting greater efforts on talent cultivation and introduction

The Company has established comprehensive corporate governance system. In accordance with the requirements under laws, regulations and regulatory documents such as the Company Law, the Securities Law and the Code of Corporate Governance for Listed Companies, the Company has been improving its corporate governance structure and further strengthening corporate governance, aiming to offer systematic protection for the development of the Company. The Company will establish comprehensive human resources cultivation and training system, improve the policies on remuneration, benefits and long-term incentives and the performance appraisal system, as well as put greater efforts in talent introduction, thereby laying a solid human resources foundation for future development of the Company.

III. Commitments made by directors and senior management on the practical performance of remedial measures

1. Undertake not to transfer any interest to other entity or individual at nil consideration or pursuant to unfair terms, nor jeopardize interests of the Company by other means.

2. Undertake to implement restrictions on duty consumption of directors and senior management.

3. Undertake not to utilize any assets of the Company for any investments or consumption that are not related to their respective duty performance.

4. Undertake to procure to link the remuneration system as formulated by the board of directors or the remuneration committee with the execution of remedial measures, and (if they having voting rights) to vote for the relevant proposal at the meeting of the board of directors and general meeting of the Company.

5. If the Company proposes to implement share incentives in the future, undertake to procure to link the exercise conditions for share incentives of the Company with the execution of remedial measures after the offering and listing, and (if they having voting rights) to vote for the relevant proposal at the meeting of the board of directors and general meeting of the Company.

The Company has committed to guarantee or put its best efforts in procuring the effective implementation of the above measures, minimize the effects of dilution on current returns in respect of the public offering, and protect the interests of shareholders of the Company. If the Company fails to implement the above measures without proper and reasonable grounds, the Company and relevant responsible personnel shall announce explanation to the public and apologize to its shareholders.

* For identification purpose only

Note: If there is any inconsistency between the English and Chinese versions of this appendix, the Chinese version shall prevail.

– 53 –

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

No. Provisions of Current Articles

1. Note: In terms of margin notes to these Articles of Association, “Company Law” refers to the Company Law of the People’s Republic of China as amended and passed at the sixth meeting of the 12th session of the Standing Committee of the National People’s Congress of the People’s Republic of China held on 28 December, 2013, effective from 1 March, 2014; “Mandatory Provisions” refers to the Mandatory Provisions for Companies Listing Overseas (Zheng Wei Fa [1994] No. 21) jointly issued by the former State Council Securities Policy Committee and the former State Commission for Restructuring the Economic System; “Letter of Opinions on Supplementary Amendment” refers to the Letter of Opinions on the Amendments to Articles of Association of Companies Listed in Hong Kong” (Zheng Jian Hai Han [1995] No. 1) jointly issued by the Overseas-Listing Department of the CSRC and the former Production System Department of the former State Commission for Restructuring the Economic System; “Opinions on Further Promotion of Standardized Operations of Overseas Listed Companies and Deepening of Reform” refers to the Opinions on Further Promotion of Standardized Operations of Overseas Listed Companies and Deepening of Reform (Guo Jing Mao Qi Gai [1999] No. 230) jointly issued by the CSRC and the former State Economic and Trade Commission; “Appendix 3 of Hong Kong Listing Rules” refers to the Appendix 3 “Articles of Association” of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited issued by The Stock Exchange of Hong Kong Limited; “Appendix 13D of Hong Kong Listing Rules” refers to Part D “The People’s Republic of China” under Appendix 13 “Additional Requirements in Respect of Certain Jurisdictions” of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; and “Appendix 14 of Hong Kong Listing Rules” refers to Appendix 14 “Corporate Governance Code and Corporate Governance Report” of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Provisions of Amended Articles

Note: In terms of margin notes to these Articles of Association, “Company Law” refers to the Company Law of the People’s Republic of China as amended and passed at the sixth meeting of the 12th session of the Standing Committee of the National People’s Congress of the People’s Republic of China held on 28 December, 2013, effective from 1 March, 2014; “Mandatory Provisions” refers to the Mandatory Provisions for Companies Listing Overseas (Zheng Wei Fa [1994] No. 21) jointly issued by the former State Council Securities Policy Committee and the former State Commission for Restructuring the Economic System; “Letter of Opinions on Supplementary Amendment” refers to the Letter of Opinions on the Amendments to Articles of Association of Companies Listed in Hong Kong” (Zheng Jian Hai Han [1995] No. 1) jointly issued by the Overseas-Listing Department of the CSRC and the former Production System Department of the former State Commission for Restructuring the Economic System; “Opinions on Further Promotion of Standardized Operations of Overseas Listed Companies and Deepening of Reform” refers to the Opinions on Further Promotion of Standardized Operations of Overseas Listed Companies and Deepening of Reform (Guo Jing Mao Qi Gai [1999] No. 230) jointly issued by the CSRC and the former State Economic and Trade Commission; “ Listing Rules for the Sci-Tech Innovation Board” refers to the Rules Governing the Listing of Securities on the Sci-Tech Innovation Board of the Shanghai Stock Exchange (Shang Zheng Fa No. [2019] 22) issued by the Shanghai Stock Exchange; “Guidance for the Articles of Listed Company” refers to the Guidance for the Articles of Listed Company issued and implemented by China Securities Regulatory Commission on 17 April 2019 ; “Appendix 3 of Hong Kong Listing Rules” refers to the Appendix 3 “Articles of Association” of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited issued by The Stock Exchange of Hong Kong Limited; “Appendix 13D of Hong Kong Listing Rules” refers to Part D “The People’s Republic of China” under Appendix 13 “Additional Requirements in Respect of Certain Jurisdictions” of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; and “Appendix 14 of Hong Kong Listing Rules” refers to Appendix 14 “Corporate Governance Code and Corporate Governance Report” of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

– 54 –

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Amended Articles
	2.	Article 1 Shanghai Junshi Biosciences Co.,	Article 1 Shanghai Junshi Biosciences Co., Ltd.
		Ltd. (the “Company”) is a joint stock company	(the “Company”) is a joint stock company with
		with limited liability incorporated in	limited liability incorporated in accordance with
		accordance with the Company Law of the	the Company Law of the People’s Republic of
		People’s Republic of China (the “Company	China (the “Company Law”), the Securities Law
		Law”), the Securities Law of the People’s	of the People’s Republic of China (the “Securities
		Republic of China (the “Securities Law”), the	Law”), the Special Regulations of the State
		Special Regulations of the State Council on	Council on the Overseas Offering and Listing of
		the Overseas Offering and Listing of Shares by	Shares by Joint Stock Limited Companies, the
		Joint Stock Limited Companies, the	Mandatory Provisions for Companies Listing
		Mandatory Provisions for Companies Listing	Overseas (the “Mandatory Provisions”), the
		Overseas (the “Mandatory Provisions”), the	Letter of Opinions on the Amendments to Articles
		Letter of Opinions on the Amendments to	of Association of Companies Listed in Hong
		Articles of Association of Companies Listed in	Kong of the Overseas-Listing Department of the
		Hong Kong of the Overseas-Listing	CSRC and the Production System Department of
		Department of the CSRC and the Production	the State Commission for Restructuring the
		System Department of the State Commission	Economic System, the Rules Governing the
		for Restructuring the Economic System, the	Listing of Securities on the Sci-Tech Innovation
		Rules Governing the Listing of Securities on	Board on the Shanghai Stock Exchange
		The Stock Exchange of Hong Kong Limited	(“Listing Rules for the Sci-Tech Innovation
		(the “Hong Kong Listing Rules”) and other	Board”), Guidance for the Articles of Listed
		relevant regulations.	Company, Code of Corporate Governance for
			Listed Companies in China, Rules Governing
			the Listing of Securities on the Stock Exchange of
			Hong Kong Limited (the “Hong Kong Listing
			Rules”) and other relevant regulations.
			These Articles are formulated with a view to
			protect the legitimate rights and interests of
			the Company, its shareholders and creditors
			and to regulate the Company’s organizations
			and conducts.

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PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

No. Provisions of Current Articles The Company was established by Shanghai Junshi Biosciences Co., Ltd.* (上海君實生物 醫藥科技有限公司) by way of entire transformation and registered at the Shanghai Administration for Industry and Commerce on 5 May, 2015 with a business license granted. The registration number is 310115002060080.

Provisions of Amended Articles The Company was established by Shanghai Junshi Biosciences Co., Ltd. (上海君實生物醫藥科技有 限公司) by way of entire transformation and registered at the Shanghai Administration for Industry and Commerce on 5 May, 2015 with a business license granted. The unified social credit code is 91310000059383413A.*

The promoters of the Company are: Xiong The promoters of the Company are: Xiong Fengxiang (熊鳳祥), Suzhou Ruiyuan Fengxiang (熊鳳祥), Suzhou Ruiyuan Shengben Shengben Biological Medicine Management Biological Medicine Management Partnership Partnership (LP) (蘇州瑞源盛本生物醫藥管 (LP) (蘇州瑞源盛本生物醫藥管理合夥企業(有限 理合夥企業(有限合夥)), Du Yali (杜雅勵), Wu 合夥)), Du Yali (杜雅勵), Wu Yang (武洋), Feng Yang (武洋), Feng Hui (馮輝), Liu Xiaoling Hui (馮輝), Liu Xiaoling (劉小玲), Wu Jun (吳 (劉小玲), Wu Jun (吳軍), Wang Lifang (王莉 軍), Wang Lifang (王莉芳), Shenzhen Benyu 芳), Shenzhen Benyu Tianyuan Biological Tianyuan Biological Technology Partnership Technology Partnership (LP) (深圳本裕天源 (LP) (深圳本裕天源生物科技有限合夥企業(有限 生物科技有限合夥企業(有限合夥)), Ma Jing (馬 合夥)), Ma Jing (馬靜), Li Cong (李聰), Shen 靜), Li Cong (李聰), Shen Chun (沈淳), Chun (沈淳), Shanghai Baoying Asset Shanghai Baoying Asset Management Co., Management Co., Ltd. (上海寶盈資產管理有限 Ltd. (上海寶盈資產管理有限公司), Liu 公司), Liu Jiankun (劉建坤), Huang Fei (黃菲), Jiankun (劉建坤), Huang Fei (黃菲), Zhou Zhou Yuqing (周玉清), Xiong Jun (熊俊), Zhao Yuqing (周玉清), Xiong Jun (熊俊), Zhao Yun Yun (趙雲), Jiangsu Yatong Asset Management (趙雲), Jiangsu Yatong Asset Management Co., Co., Ltd. (江蘇亞通資產管理有限公司), Zhong Ltd. (江蘇亞通資產管理有限公司), Zhong Lu Lu (鍾鷺), Liu Shaolan (劉少蘭), Nanjing (鍾鷺), Liu Shaolan (劉少蘭), Nanjing Runjiajiuxi Investment Partnership (LP) (南京潤 Runjiajiuxi Investment Partnership (LP) (南 嘉久熙投資合夥企業(有限合夥)), Chen Mingxi (陳 京潤嘉久熙投資合夥企業(有限合夥)), Chen 銘錫), Jin Mingzhe (金明哲), Dai Longlin (戴龍 Mingxi (陳銘錫), Jin Mingzhe (金明哲), Dai 林), Yang Fan (楊帆), Shanghai Yingding Longlin (戴龍林), Yang Fan (楊帆), Shanghai Investment Management Partnership (LP) (上海 Yingding Investment Management Partnership 盈定投資管理合夥企業(有限合夥)) and He Min (LP) (上海盈定投資管理合夥企業(有限合 (賀敏). 夥)) and He Min (賀敏).

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Amended Articles
	3.	Article 5 The registered capital of the	Article 5 The registered capital of the Company is
		Company is RMB784,146,500.	RMB[●]. After new shares are issued, the
			Company’s registered capital shall be adjusted
			according to the actual situations. Registration
			procedures of change in registered capital shall
			be handled for the change in registered capital.
	4.	Article 7 These Articles of Association of	Article 7 These Articles of Association of
		Shanghai Junshi Biosciences Co., Ltd.* (上海	Shanghai Junshi Biosciences Co., Ltd.* (上海君
		君實生物醫藥科技股份有限公司) (the	實生物醫藥科技股份有限公司) (the “Articles of
		“Articles of Association”) has been approved	Association”) has been approved by a special
		by a special resolution at a general meeting of	resolution at a general meeting of the Company.
		the Company. Upon approval by the relevant	Upon approval by the relevant State departments
		State departments and regulatory authorities,	and regulatory authorities, these Articles shall
		the Articles of Association shall take effect on	take effect from the date on which the
		the date on which the overseas-listed foreign	Company’s shares are listed on the science and
		shares of the Company are listed and	technology innovation board of Shanghai Stock
		commence dealings on The Stock Exchange of	Exchange (the “Sci-Tech Innovation Board”),
		Hong Kong Limited (the “Hong Kong Stock	and shall supersede previous articles of
		Exchange”), and shall supersede previous	association and its amendments filed with the
		articles of association and its amendments	competent administration for industry and
		filed with the competent administration for	commerce.
		industry and commerce.
			From the effective date of the Articles of
		From the effective date of the Articles of	Association, the Articles of Association shall
		Association, the Articles of Association shall	become a legally binding document which
		become a legally binding document which	regulates the Company’s organization and acts,
		regulates the Company’s organization and	the rights and obligations between the Company
		acts, the rights and obligations between the	and shareholders, and amongst the shareholders.
		Company and shareholders, and amongst the
		shareholders.

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APPENDIX IV

No.	Provisions of Current Articles	Provisions of Amended Articles
5.	Article 8 The Articles of Association shall be	Article 8 The Articles of Association shall be
	binding on the Company and its shareholders,	binding on the Company and its shareholders,
	directors, supervisors, general manager and	directors, supervisors, general manager and other
	other senior management, and the above-	senior management, and the above-mentioned
	mentioned persons shall be entitled to make	persons shall be entitled to make claims on
	claims on matters relating to the Company in	matters relating to the Company in accordance
	accordance with the Articles of Association.	with the Articles of Association.
	Subject to compliance of Article 223 of the	Subject to compliance of Article 223 of the
	Articles of Association, pursuant to the	Articles of Association, pursuant to the Articles of
	Articles of Association, a shareholder can sue	Association, a shareholder can sue the Company;
	the Company; the Company can sue its	the Company can sue its shareholder(s),
	shareholder(s); and a shareholder can sue	directors, supervisors, general manager and
	another shareholder(s); and a shareholder can	other senior management;and a shareholder can
	sue the directors, supervisors, general manager	sue another shareholder(s); and a shareholder can
	and other senior management.	sue the directors, supervisors, general manager
		and other senior management.
	The term “sue” as mentioned in the preceding
	paragraph shall include the initiation of	The term “sue” as mentioned in the preceding
	proceedings in a court or application to an	paragraph shall include the initiation of
	arbitration organization for arbitration.	proceedings in a court or application to an
		arbitration organization for arbitration.
	The term “other senior management” as
	mentioned in the Articles of Association shall	The term “other senior management” as
	include the vice general manager(s), the chief	mentioned in the Articles of Association shall
	financial officer and the secretary to the board	include the vice general manager(s), the chief
	of directors (the “Board”).	financial officer, the secretary to the Board and
		the chief executive officer and other members
		designated by the Board.
6.	Article 10 The operation objective of the	Article 10 The operation objective of the
	Company is: to bring benefits to patients	Company is: to bring benefits to patients through
	through technologies as driven by innovation,	technologies as driven by innovation, and to
	and to create maximum value for its	create maximum value for its shareholders
	shareholders through innovation.	through innovation.
		The governance of listed companies shall be
		sound, effective and transparent, to strengthen
		internal and external supervision and balance,
		protect the legitimate rights of shareholders
		and ensure fair treatment of the shareholders,
		respect the basic rights and interests of
		stakeholders, and effectively enhance the
		overall value of enterprise.

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Current Articles	Provisions of Amended Articles
	7.	Article 13 The Company’s shares shall be in		Article 13 The Company’s shares shall be in the
		the form of share certificates. All the shares		form of share certificates. All the shares issued by
		issued by the Company shall have a par value		the Company shall have a par value which shall
		which shall be RMB1 for each share.		be RMB1 for each share.
		The “RMB” as mentioned in the preceding		The “RMB” as mentioned in the preceding
		paragraph refers to the lawful	currency of the	paragraph refers to the lawful currency of the
		People’s Republic of China.		People’s Republic of China.
		The Company’s shares shall be issued based		The total assets of the Company are divided
		on the principles of fairness and justice. Shares		into equal shares. Shareholders take
		of the same class shall carry equal rights. For		responsibilities for the Company according to
		the same class of shares of the same issuance,		their subscribed shares, and the Company
		each share shall be issued at	the same price	takes responsibilities for the Company’s debt
		and subject to the same conditions. Any entity		according to its total assets.
		or individual shall pay the same price per share
		for any such shares subscribed. Domestic		The Company’s shares shall be issued based on
		shares and overseas-listed	foreign shares	the principles of fairness, justice and openness.
		issued by the Company shall enjoy equal rights		Shares of the same class shall carry equal rights.
		in the distribution of dividends or distributions		For the same class of shares of the same issuance,
		in any other forms.		each share shall be issued at the same price and
				subject to the same conditions. Any entity or
				individual shall pay the same price per share for
				any such shares subscribed. Domestic shares and
				overseas-listed foreign shares issued by the
				Company shall enjoy equal rights in the
				distribution of dividends or distributions in any
				other forms.
				The Company and its subsidiaries (including
				affiliated companies) shall not subsidize any
				person who has purchased or proposes to
				purchase the Company’s shares through gift,
				advancement, guarantee, compensation or
				loan, etc.

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APPENDIX IV

	No.	**Provisions of **	Current Articles				Provisions of Amended Articles
	8.	Article 18	Upon establishment		of	the	Article 18 Upon establishment of the Company, as
		Company, as	approved by the		securities		approved by the securities regulatory authorities
		regulatory authorities under the State Council,					under the State Council, the Company issued
		the Company	issued 158,910,000		overseas-		158,910,000 overseas-listed foreign shares (prior
		listed foreign	shares (prior to the	exercise		of	to the exercise of the over-allotment option),
		the over-allotment option), which		were listed			which were listed on the Hong Kong Stock
		on the Hong	Kong Stock Exchange on			24	Exchange on 24 December, 2018. Upon the
		December, 2018. Upon the exercise of				the	exercise of the over-allotment option, the
		over-allotment	option, the Company issued				Company issued additional 23,836,500 overseas-
		additional 23,836,500 overseas-listed foreign					listed foreign shares, which were listed on the
		shares, which	were listed on the	Hong Kong			Hong Kong Stock Exchange on 9 January, 2019.
		Stock Exchange on 9 January, 2019.
							Upon the completion of the initial public offering
		Upon the completion of the initial public					of overseas-listed foreign shares of the Company,
		offering of overseas-listed foreign			shares	of	the share capital of the Company is 784,146,500
		the Company, the share capital			of	the	shares, including 601,400,000 domestic shares
		Company is	784,146,500 shares,		including		and 182,746,500 overseas-listed foreign shares.
		601,400,000 domestic shares and 182,746,500
		overseas-listed foreign shares.					Upon establishment of the Company, as
							approved by the securities regulatory
							authority, the Company issued [●] domestic
							shares (prior to the exercise of over-allotment
							option), which were listed on the Sci-Tech
							Innovation Board on [●]; upon the exercise of
							over-allotment option, the Company issued
							additional [●] domestic shares, which were
							listed on the Sci-Tech Innovation Board on [●].
							Upon the completion of the initial public
							offering and listing of the domestic shares of
							the Company, the share capital of the Company
							is [●] shares, including [●] domestic shares and
							182,746,500 overseas-listed foreign shares.

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Amended Articles
	9.	Article 19 After the plans for issuing overseas-	Article 19 After the plans for issuing overseas-
		listed foreign shares and domestic shares have	listed foreign shares and domestic shares have
		been approved by the securities regulatory	been approved by the securities regulatory
		authorities under the State Council, the Board	authorities under the State Council, the Board of
		of the Company may arrange for	the Company may arrange for implementation of
		implementation of such plans by means of	such plans by means of separate issuances.
		separate issuances.
			The Company’s plan for separate issuance of
		The Company’s plan for separate issuance of	overseas-listed foreign shares and domestic
		overseas-listed foreign shares and domestic	shares in accordance with the preceding
		shares in accordance with the preceding	paragraph may be implemented separately within
		paragraph may be implemented separately	15 months upon approval by the securities
		within 15 months upon approval by the	regulatory authorities under the State Council or
		securities regulatory authorities under the	from the date of registration.
		State Council.
	10.	Article 23 Based on the capital needs for its	Article 23 Based on the capital needs for its
		operation and development, the Company may,	operation and development, the Company may, in
		in accordance with the provisions under the	accordance with the provisions under the laws,
		laws, regulations and the Articles of	regulations and the Articles of Association and
		Association and upon approval by way of	upon approval by way of special resolutions at the
		special resolutions at the general meeting,	general meeting, increase its capital by the
		increase its capital by the following methods:	following methods:
		(1) issuing new shares to unspecified	(1) issuing new shares to unspecified investors;
		investors;	(2) placing new shares with existing shareholders;
		(2) placing new shares with existing	(3) giving new shares to existing shareholders;
		shareholders;	(4) issuing new shares to specified investors;
		(3) giving new shares to existing shareholders;	(5) converting capital reserve into shares;
		(4) issuing new shares to specified investors;	(6) other means as permitted by the laws and
		(5) converting capital reserve into shares;	administrative regulations.
		(6) other means as permitted by the laws and
		administrative regulations.

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Amended Articles
		The Company’s increase of capital by issuing	The Company’s increase of capital by issuing new
		new shares shall be carried out in accordance	shares shall be carried out in accordance with the
		with the procedures specified in the relevant	procedures specified in the relevant State laws,
		State laws, administrative regulations and	administrative regulations and relevant regulatory
		relevant regulatory rules in the place where the	rules in the place where the Company’s shares are
		Company’s shares are listed, after having been	listed, after having been approved in accordance
		approved in accordance with the Articles of	with the Articles of Association.
		Association.
			Existing shareholders shall have no pre-emptive
		Existing shareholders shall have no pre-	rights on shares publicly or non-publicly issued
		emptive rights on shares publicly or non-	by the Company.
		publicly issued by the Company.
			The Company shall not issue preferred shares
			convertible into ordinary shares.
	11.	Article 28 Upon approval of the repurchase of	Article 28 Upon approval of the repurchase of its
		its own shares of the Company by the relevant	own shares of the Company by the relevant State
		State authorities, it may proceed in any of the	authorities, it may proceed in any of the following
		following manners:	manners:
		(1) making repurchase offer in proportion to	(1) making repurchase offer in proportion to
		respective shareholdings of all shareholders;	respective shareholdings of all shareholders;
		(2) repurchase through open transactions on a	(2) repurchase through open transactions on a
		stock exchange;	stock exchange;
		(3) repurchase by an agreement outside a stock	(3) repurchase by an agreement outside a stock
		exchange;	exchange;
		(4) other means recognized by regulatory	(4) other means recognized by regulatory
		authorities.	authorities.
		If the Company intends to repurchase its	If the Company intends to repurchase its
		shares in the situations set out under sub-	shares, the repurchase may be conducted
		paragraph (1), sub-paragraph (3), sub-	through public and centralized trading or
		paragraph (5) and sub-paragraph (6) of Article	other means recognized by laws, regulations
		27, the repurchase shall be conducted through	and the CSRC.
		public and centralized trading.
			If the Company intends to repurchase its shares in
			the situations set out under sub-paragraph (1),
			sub-paragraph (3), sub-paragraph (5) and sub-
			paragraph (6) of Article 27, the repurchase shall
			be conducted through public and centralized
			trading.

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APPENDIX IV

	No.	Provisions of Current Articles		Provisions of Amended Articles
	12.	Article 29 In the event of a repurchase of its		Article 29 In the event of a repurchase of its own
		own shares by the Company for the	reasons	shares by the Company for the reasons under
		under sub-paragraphs (1) to (3) of Article 27		sub-paragraphs (1) and (2) of Article 27 hereof or
		hereof or by an agreement outside of a stock		by an agreement outside of a stock exchange,
		exchange, prior approval shall be obtained		prior approval shall be obtained from the
		from the shareholders at a general meeting in		shareholders at a general meeting in accordance
		accordance with the procedures specified in		with the procedures specified in the Articles of
		the Articles of Association. Upon obtaining		Association. Upon obtaining further prior
		further prior approval of the shareholders at		approval of the shareholders at the general
		the general meeting in the same manner, the		meeting in the same manner, the Company may
		Company may terminate or amend contracts		terminate or amend contracts concluded in the
		concluded in the manner set forth above or		manner set forth above or waive any of its rights
		waive any of its rights under such contracts.		under such contracts. In the event of a
				repurchase of its own shares by the Company
		The contracts for the repurchase of shares		for the reasons under sub-paragraphs (3), (5)
		referred to in the above paragraph include (but		and (6) of Article 27 hereof, the Company may,
		not limited to) agreements whereby repurchase		in accordance with the provisions of the
		obligations are undertaken and repurchase		Articles of Association or the authorization of
		rights are acquired.		general meeting, by a resolution passed by the
				Board by more than two third of the directors
		The Company may not assign contracts for the		attending the meeting.
		repurchase of its own shares or any of its rights
		thereunder.		The contracts for the repurchase of shares referred
				to in the above paragraph include (but not limited
				to) agreements whereby repurchase obligations
				are undertaken and repurchase rights are
				acquired.
				The Company may not assign contracts for the
				repurchase of its own shares or any of its rights
				thereunder.

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Amended Articles
	13.	Article 39 The Company shall keep a register	Article 39 The Company shall keep a register of
		of members, which shall contain the following	members according to the certificates provided
		particulars:	by the securities registration institutions,
		(1) the name, address (place of domicile),	which shall contain the following particulars:
		occupation or nature of business of each	(1) the name, address (place of domicile),
		shareholder;	occupation or nature of business of each
		(2) the class and number of shares held by each	shareholder;
		shareholder;	(2) the class and number of shares held by each
		(3) the amount paid-up or payable in respect of	shareholder;
		shares held by each shareholder;	(3) the amount paid-up or payable in respect of
		(4) the serial numbers of the shares held by	shares held by each shareholder;
		each shareholder;	(4) the serial numbers of the shares held by each
		(5) the date on which each shareholder was	shareholder;
		registered as a shareholder;	(5) the date on which each shareholder was
		(6) the date on which any shareholder ceased	registered as a shareholder;
		to be a shareholder.	(6) the date on which any shareholder ceased to be
			a shareholder.
		Unless there is evidence to the contrary, the
		register of members shall be the sufficient	Unless there is evidence to the contrary, the
		evidence of the shareholders’ shareholding in	register of members shall be the sufficient
		the Company.	evidence of the shareholders’ shareholding in the
		In compliance with the Articles of Association	Company.
		and other applicable regulations, once the
		Company’s shares were transferred, the name	In compliance with the Articles of Association
		of the transferee, as the holder of such shares,	and other applicable regulations, once the
		shall be recorded in the register of members.	Company’s shares were transferred, the name of
			the transferee, as the holder of such shares, shall
		All actions or transfers in relation to overseas-	be recorded in the register of members.
		listed foreign shares shall be registered in the
		register of members in the place where the	All actions or transfers in relation to overseas-
		overseas-listed foreign shares are listed	listed foreign shares shall be registered in the
		pursuant to the Articles of Association.	register of members in the place where the
			overseas-listed foreign shares are listed pursuant
			to the Articles of Association.

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APPENDIX IV

No. Provisions of Current Articles Where two or more persons are registered as the joint holders of any shares, they shall be deemed as the joint owners of such shares, provided that they are subject to the following constraints:

(1) the Company shall not register more than four (4) persons as the joint holders of any share(s);

(2) all the joint holders of any share(s) shall be jointly and severally liable for payment of all amounts due from such share(s); (3) if one of the joint shareholders is deceased, only the surviving persons among the joint shareholders shall be regarded as the owners of relevant shares of the Company, provided that the Board shall have the right to require the surviving persons to provide a certificate of death which the Board deem appropriate for the purpose of changing the register of shareholders; and

(4) as far as joint shareholders of any shares are concerned, only the joint shareholder whose name appears first in the register of shareholders has the right to receive the share certificates of the relevant shares from the Company, to receive notices of the Company; and any notice served on such a shareholder shall be deemed as having been served on all the other joint shareholders of those shares.

Any receipts issued to the Company by one of the joint shareholders for any dividend, bonus or return on capital payable to such joint shareholders shall be treated as a valid receipt that has been issued by all the joint shareholders to the Company.

Provisions of Amended Articles Where two or more persons are registered as the joint holders of any shares, they shall be deemed as the joint owners of such shares, provided that they are subject to the following constraints: (1) the Company shall not register more than four (4) persons as the joint holders of any share(s); (2) all the joint holders of any share(s) shall be jointly and severally liable for payment of all amounts due from such share(s); (3) if one of the joint shareholders is deceased, only the surviving persons among the joint shareholders shall be regarded as the owners of relevant shares of the Company, provided that the Board shall have the right to require the surviving persons to provide a certificate of death which the Board deem appropriate for the purpose of changing the register of shareholders; and (4) as far as joint shareholders of any shares are concerned, only the joint shareholder whose name appears first in the register of shareholders has the right to receive the share certificates of the relevant shares from the Company, to receive notices of the Company; and any notice served on such a shareholder shall be deemed as having been served on all the other joint shareholders of those shares.

Any receipts issued to the Company by one of the joint shareholders for any dividend, bonus or return on capital payable to such joint shareholders shall be treated as a valid receipt that has been issued by all the joint shareholders to the Company.

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APPENDIX IV

No.	Provisions of Current Articles	Provisions of Current Articles	Provisions of Amended Articles
14.	Article 44 Shares held by promoters shall not		Article 44 Shares held by promoters shall not be
	be transferred within one (1) year from the		transferred within one (1) year from the date of
	date of establishment of the Company.		establishment of the Company. The shares
			already issued before initial public offering of
	Directors, supervisors, general manager and		the Company shall not be transferred within
	other senior management of the Company shall		one (1) year from the date when the Company’s
	report to the Company their shareholdings in		shares are listed on the stock exchange.
	the Company and changes therein and shall not
	transfer annually during their terms of office		Directors, supervisors, general manager and other
	more than 25% of the total number of shares of		senior management of the Company shall report
	the Company which they hold; The aforesaid		to the Company their shareholdings in the
	persons shall not	transfer the shares of the	Company and changes therein and shall not
	Company held by them within six (6) months		transfer annually during their terms of office more
	from the date of their leaving the Company.		than 25% of the total number of shares of the
			same class of the Company which they hold, the
			shares held of the Company shall not be
			transferred within one (1) year from the date
			when the Company’s shares are listed; The
			aforesaid persons shall not transfer the shares of
			the Company held by them within six (6) months
			from the date of their leaving the Company.
			If directors, supervisors, senior management
			and those shareholders holding more than 5%
			of shares of the Company disposes the shares
			within six (6) months after purchase, or
			purchase within six (6) months after disposal,
			the earnings therefrom shall belong to the
			Company, and the Board shall reclaim the
			earnings. However, a security company that
			holds more than 5% shares due to
			underwriting purchase of all remaining stock
			shall not be subject to the six (6) months
			restriction when disposing the shares.
			If the Board does not implement in accordance
			with the above provisions, shareholders have
			the right to request the Board to implement
			them within thirty (30) days. Where the Board
			fails to implement within the aforesaid time
			limit, the shareholders shall have the right to
			file a lawsuit in their own name to the People’s
			Court for the interest of the Company. Where
			the Board fails to implement in accordance
			with the above provisions, the responsible
			directors shall bear joint liability in
			accordance with the law.

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PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

No. Provisions of Current Articles 15. Article 45 When the Company intends to convene a general meeting, distribute dividends, enter into liquidation and engage in other activities that involve determination of shareholdings, the Board shall determine a specific date for the record of rights attaching to shares (record date). Shareholders named in the register of members by the end of the record date shall be the shareholders of the Company.

Any person who dissents from the register of members and requests to have his name included in or removed from the register of members may apply to the court of the relevant jurisdiction to correct the register of members.

Provisions of Amended Articles Article 45 When the Company intends to convene a general meeting, distribute dividends, enter into liquidation and engage in other activities that involve determination of shareholdings, the Board or the convener of the general meeting shall determine a specific date for the record of rights attaching to shares (record date). Shareholders named in the register of members by the end of the record date shall be the shareholders of the Company. Any person who dissents from the register of members and requests to have his name included in or removed from the register of members may apply to the court of the relevant jurisdiction to correct the register of members.

1. Article 49 The Company shall maintain a Article 49 The Company shall maintain a register register of members, which is sufficient of members, which is sufficient evidence to verify evidence to verify that a shareholder holds that a shareholder holds shares of the Company. A shares of the Company. A shareholder of the shareholder of the Company is a person who Company is a person who lawfully holds lawfully holds shares of the Company and has his shares of the Company and has his name (title) name (title) recorded in the register of members. recorded in the register of members.

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

All classes of shareholders of the Company shall have equal rights in any distribution in the form of a dividend or any other form.

A shareholder of legal person shall appoint its legal representative or a proxy authorized by the legal representative to exercise its rights on its behalf.

All classes of shareholders of the Company shall have equal rights in any distribution in the form of a dividend or any other form.

A shareholder of legal person shall appoint its legal representative or a proxy authorized by the legal representative to exercise its rights on its behalf.

The Company shall protect the rights of shareholders in accordance with the law and pay attention to protecting the legitimate rights and interests of small and medium shareholders. The Company shall establish smooth and effective communication channels with shareholders to protect shareholders’ rights to know about major issues of the Company, participate in decision-making and supervision, etc.

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APPENDIX IV

No. Provisions of Current Articles 17. Article 50 Holders of the ordinary shares of the Company shall enjoy the following rights: (1) the right to dividends and other profit distributions in proportion to the number of shares held; (2) the right to propose, convene and preside over, to attend or appoint proxies to attend general meetings and to exercise the voting right based on respective shareholding in accordance with laws; (3) the right to supervise and manage, present proposals or raise enquiries about the Company’s business operations; (4) the right to transfer, give as a gift or pledge the shares in their possession in accordance with the laws, administrative regulations and the Articles of Association; (5) the right to obtain relevant information in accordance with the Articles of Association, including:

1. the right to obtain a copy of the Articles of Association, subject to payment of relevant costs; 2. the right to inspect and copy, subject to a payment of a reasonable fee: (1) all parts of the register of members; (2) personal particulars of each of the Company’s directors, supervisors, general manager and other senior management, including: (a) present and former name or alias; (b) principal address (place of domicile); (c) nationality; (d) primary and all other part-time occupations and duties; (e) identification document and its number. (3) reports on the status of the Company’s issued share capital; (4) reports showing the aggregate par value, quantity, the maximum and minimum prices paid in respect of each class of shares repurchased by the Company since the end of the last financial year, and the aggregate amount paid by the Company for this purpose (as classified by domestic shares and foreign shares (and H shares, if applicable));

Provisions of Amended Articles Article 50 Holders of the ordinary shares of the Company shall enjoy the following rights: (1) the right to dividends and other profit distributions in proportion to the number of shares held;

(2) the right to propose, convene and preside over, to attend or appoint proxies to attend general meetings and to exercise the voting right based on respective shareholding in accordance with laws; (3) the right to supervise and manage, present proposals or raise enquiries about the Company’s business operations;

(4) the right to transfer, give as a gift or pledge the shares in their possession in accordance with the laws, administrative regulations and the Articles of Association;

(5) the right to obtain relevant information in accordance with the Articles of Association, including:

1. the right to obtain a copy of the Articles of Association, subject to payment of relevant costs; 2. the right to inspect and copy, subject to a payment of a reasonable fee: (1) all parts of the register of members; (2) personal particulars of each of the Company’s directors, supervisors, general manager and other senior management, including: (a) present and former name or alias; (b) principal address (place of domicile); (c) nationality; (d) primary and all other part-time occupations and duties; (e) identification document and its number. (3) reports on the status of the Company’s issued share capital; (4) reports showing the aggregate par value, quantity, the maximum and minimum prices paid in respect of each class of shares repurchased by the Company since the end of the last financial year, and the aggregate amount paid by the Company for this purpose (as classified by domestic shares and foreign shares (and H shares, if applicable));

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APPENDIX IV

No. Provisions of Current Articles (5) minutes of general meetings; (6) special resolutions of the Company; (7) the latest audited financial reports of the Company, and the reports of the Board, the Board of Supervisors and auditors;

(8) a copy of the latest annual return filed with the competent administration for industry and commerce.

Except for documents under item (2) above, the aforementioned documents shall be made available by the Company at the Company’s address in Hong Kong for the public and holders of H shares to inspect with no charge (of which documents of item (5) may be inspected by shareholders only). 3. the right to inspect the resolutions of the Board meetings, the resolutions of meetings of the Board of Supervisors, financial reports and receipts of corporate bonds; (6) in the event of the termination or liquidation of the Company, the right to participate in the distribution of the 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 general meeting on the merger or division of the Company, the right to demand the Company to acquire the shares held by them; (8) with respect to shareholders individually or jointly hold 3% or more shares of the Company, the right to propose extraordinary resolutions and submit to the Board in written ten (10) days before the date of general meeting;

Provisions of Amended Articles (5) minutes of general meetings; (6) special resolutions of the Company; (7) the latest audited financial reports of the Company, and the reports of the Board, the Board of Supervisors and auditors; (8) a copy of the latest annual return filed with the competent administration for industry and commerce.

Except for documents under item (2) above, the aforementioned documents shall be made available by the Company at the Company’s address in Hong Kong for the public and holders of H shares to inspect with no charge (of which documents of item (5) may be inspected by shareholders only). 3. the right to inspect the resolutions of the Board meetings, the resolutions of meetings of the Board of Supervisors, financial reports and receipts of corporate bonds;

(6) in the event of the termination or liquidation of the Company, the right to participate in the distribution of the 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 general meeting on the merger or division of the Company, the right to demand the Company to acquire the shares held by them;

(8) with respect to shareholders individually or jointly hold 3% or more shares of the Company, the right to propose extraordinary resolutions and submit to the Board in written ten (10) days before the date of general meeting; (9) such other rights conferred by the laws, administrative regulations, departmental rules and the Articles of Association.

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

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles The Company shall not exercise its rights to The Company shall not exercise its rights to freeze or harm in any other forms the rights freeze or harm in any other forms the rights attaching to any shares held by any person attaching to any shares held by any person merely merely because the person has not disclosed because the person has not disclosed the rights the rights and interests he holds directly or and interests he holds directly or indirectly. indirectly. Shareholders shall provide written document that can prove the class and number of shares held by them if they request to inspect the aforementioned information or collect information, the Company should provide the information according to the shareholder’s request after verifying the identity of the shareholder. 18. Article 58 Neither the controlling shareholder Article 58 Neither the controlling shareholder nor nor the de facto controller of the Company the de facto controller of the Company may may prejudice the interests of the Company by prejudice the interests of the Company by taking taking advantage of his related party advantage of his related party relationship. relationship. Anyone who causes any loss to Anyone who causes any loss to the Company as a the Company as a result of violating the result of violating the provisions shall be liable provisions shall be liable for the for the compensation. compensation.

The controlling shareholder and the de facto controller of the Company owe a fiduciary duty to the Company and other shareholders. The controlling shareholder shall strictly exercise the rights as a subscriber, and shall not impair the legitimate rights and interests of the Company and other shareholders in the ways of profit distribution, asset reorganization, overseas investment, capital use and loans and guarantees, and shall not impair the interests of the Company and other shareholders by using its controlling status in the Company.

The controlling shareholder and the de facto controller of the Company owe a fiduciary duty to the Company and public shareholders. The controlling shareholder shall strictly exercise the rights as a subscriber, and shall not impair the legitimate rights and interests of the Company and public shareholders in the ways of profit distribution, asset reorganization, overseas investment, capital use and loans and guarantees, and shall not impair the interests of the Company and public shareholders by using its controlling status in the Company.

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APPENDIX IV

No.

Provisions of Current Articles

The controlling shareholder and the de facto controller of the Company shall be separated with the Company in terms of organization, personnel, asset, business and financial matter. Each of them shall operate independently with separate accounts, and assume obligations and risk exposures independently. They are restricted from requesting the Company to assume additional service and obligations for them by using their respective special status.

The Company shall not provide funds, goods, services or other assets to shareholders or the de facto controller and their respective related parties at nil consideration. The Company shall not provide funds, goods, services or other assets to shareholders or the de facto controller and their respective related parties under significantly unfair terms. The Company shall not provide funds, goods, services or other assets to shareholders or the de facto controller and their respective related parties who are obviously under insolvency. The Company is also prohibited from providing guarantees for shareholders or the de facto controller and their respective related parties who are obviously under insolvency, or providing guarantees for them without reasonable grounds. The Company shall not waive the liabilities of shareholders or the de facto controller and their respective related parties, or bear the liabilities of shareholders or the de facto controller without reasonable grounds. The examination and approval procedures at the Board meeting and general meeting in respect of transactions in relation to provision of funds, goods, services or other assets between the Company and shareholders or the de facto controller and their respective related parties shall be strictly performed in compliance with the decision-making mechanisms for related party transactions under the Articles of Association. Related directors and related shareholders shall abstain from voting.

Provisions of Amended Articles

The controlling shareholder and the de facto controller of the Company shall be separated with the Company in terms of organization, personnel, asset, business and financial matter. Each of them shall operate independently with separate accounts, and assume obligations and risk exposures independently. They are restricted from requesting the Company to assume additional service and obligations for them by using their respective special status.

The Company shall not provide funds, goods, services or other assets to shareholders or the de facto controller and their respective related parties at nil consideration. The Company shall not provide funds, goods, services or other assets to shareholders or the de facto controller and their respective related parties under significantly unfair terms. The Company shall not provide funds, goods, services or other assets to shareholders or the de facto controller and their respective related parties who are obviously under insolvency. The Company is also prohibited from providing guarantees for shareholders or the de facto controller and their respective related parties who are obviously under insolvency, or providing guarantees for them without reasonable grounds. The Company shall not waive the liabilities of shareholders or the de facto controller and their respective related parties, or bear the liabilities of shareholders or the de facto controller without reasonable grounds. The examination and approval procedures of the general manager, at the Board meeting and general meeting in respect of transactions in relation to provision of funds, goods, services or other assets between the Company and shareholders or the de facto controller and their respective related parties shall be strictly performed in compliance with the decisionmaking mechanisms for related party transactions under the Articles of Association and the Management Policies for Related Transactions . Related directors and related shareholders shall abstain from voting.

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PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles The controlling shareholder or the de facto Controlling shareholders shall nominate controller of the Company shall not candidates for directors and supervisors of the expropriate the Company’s assets or funds. In Company according to the conditions and the event that a controlling shareholder or the procedures stipulated by laws and regulations de facto controller of the Company and the Articles of Association. Controlling expropriates the assets of the Company shareholders shall not set up approval through, including but not limited to, procedures for the results of the personnel expropriation of the Company’s funds, the election at the general meeting and the Board of the Company shall immediately personnel appointment resolution of the Board. apply to a People’s court for freezing the Company’s assets being expropriated by the Where there is a change in control of the controlling shareholder or the de facto Company, relevant parties shall adopt effective controller and the shares of the Company held measures to ensure the Company’s stable by them. If the controlling shareholder or the operation during the transition period. If a de facto controller cannot restore the material issue occurs, the Company shall Company’s assets or repay in cash the capital report to the CSRC and its office and the stock of the Company, the Board of the Company exchange. shall realize the shares of the Company held by the controlling shareholder or the de facto The controlling shareholder or the de facto controller to repay the portion of the controller of the Company shall not expropriate Company’s assets expropriated by him in the Company’s assets or funds. In the event that a accordance with the relevant rules and controlling shareholder or the de facto controller procedures under the laws, regulations and of the Company expropriates the assets of the constitutional documents. Company through, including but not limited to, expropriation of the Company’s funds, the Board of the Company shall immediately apply to a People’s court for freezing the Company’s assets being expropriated by the controlling shareholder or the de facto controller and the shares of the Company held by them. If the controlling shareholder or the de facto controller cannot restore the Company’s assets or repay in cash the capital of the Company, the Board of the Company shall realize the shares of the Company held by the controlling shareholder or the de facto controller to repay the portion of the Company’s assets expropriated by him in accordance with the relevant rules and procedures under the laws, regulations and constitutional documents.

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PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

No. Provisions of Current Articles

In the event of losses to the Company and other shareholders as a result of violation of the relevant laws, regulations and the Articles of Association by the controlling shareholder and the de facto controller of the Company, they shall assume the obligation for making compensation.

The directors, supervisors and senior management of the Company have legal obligations to safeguard the capital of the Company and cannot expropriate the Company’s assets or assist or allow the controlling shareholder, the de facto controller and their respective affiliates to expropriate the Company’s assets. In the event of violation of the aforementioned regulation by directors, supervisors and senior management of the Company, any gains from such violation shall be vested in the Company. If the Company incurs losses as a result of such violation, the defaulting parties shall be responsible for making compensation. Meanwhile, the Board of the Company shall penalize the personnel directly in charge based on the severity of the incident, or submit a resolution on the removal of responsible directors or supervisors at the general meeting. In case of criminal offense, such incident shall be reported to juridical departments for further actions.

For the purposes hereof, the term “controlling shareholder” means shareholder holding at least 50% shares of the total share capital of the Company, or any shareholder with shareholding below 50% but the voting rights attached to his shares have significant influence on the resolutions to be proposed at the general meeting.

For the purposes hereof, the term “de facto controller” means the persons, not being shareholders of the Company, who are able to exercise actual control over the acts of the Company through an investment relationship, agreement or other arrangements.

Provisions of Amended Articles

In the event of losses to the Company and other shareholders as a result of violation of the relevant laws, regulations and the Articles of Association by the controlling shareholder and the de facto controller of the Company, they shall assume the obligation for making compensation.

The directors, supervisors and senior management of the Company have legal obligations to safeguard the capital of the Company and cannot expropriate the Company’s assets or assist or allow the controlling shareholder, the de facto controller and their respective affiliates to expropriate the Company’s assets. In the event of violation of the aforementioned regulation by directors, supervisors and senior management of the Company, any gains from such violation shall be vested in the Company. If the Company incurs losses as a result of such violation, the defaulting parties shall be responsible for making compensation. Meanwhile, the Board of the Company shall penalize the personnel directly in charge based on the severity of the incident, or submit a resolution on the removal of responsible directors or supervisors at the general meeting. In case of criminal offense, such incident shall be reported to juridical departments for further actions.

For the purposes hereof, the term “controlling shareholder” means shareholder holding at least 50% shares of the total share capital of the Company, or any shareholder with shareholding below 50% but the voting rights attached to his shares have significant influence on the resolutions to be proposed at the general meeting.

For the purposes hereof, the term “de facto controller” means the persons, not being shareholders of the Company, who are able to exercise actual control over the acts of the Company through an investment relationship, agreement or other arrangements.

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PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

No.	Provisions of Current Articles	Provisions of Amended Articles
19.	Article 60 The general meeting shall exercise	Article 60 The general meeting shall exercise the
	the following functions and powers:	following functions and powers:
	(1) decide the operational policy and	(1) decide the operational policy and investment
	investment plan of the Company;	plan of the Company;
	(2) elect and replace directors, and make	(2) elect and replace directors who are not staff
	decisions on matters in relation to the	representatives, and make decisions on matters
	remuneration of the relevant directors;	in relation to the remuneration of the relevant
	(3) elect and replace shareholder	directors;
	representative supervisors, and make decisions	(3) elect and replace shareholder representative
	on matters in relation to the remuneration of	supervisors, and make decisions on matters in
	the relevant supervisors;	relation to the remuneration of the relevant
	(4) examine and approve the reports of the	supervisors;
	Board;	(4) examine and approve the reports of the Board;
	(5) examine and approve the reports of the	(5) examine and approve the reports of the Board
	Board of Supervisors;	of Supervisors;
	(6) examine and approve the annual financial	(6) examine and approve the annual financial
	budgets and final accounting of the Company;	budgets and final accounting of the Company;
	(7) examine and approve the profit distribution	(7) examine and approve the profit distribution
	plan and loss compensation plan of the	plan and loss compensation plan of the Company;
	Company;	(8) decide on increasing or reducing the registered
	(8) decide on increasing or reducing the	capital of the Company;
	registered capital of the Company;	(9) decide on the issuance of corporate bonds or
	(9) decide on the issuance of corporate bonds	other securities and listing plans;
	or other securities and listing plans;	(10) decide on matters such as merger, division,
	(10) decide on matters such as merger,	dissolution, liquidation and alteration of
	division, dissolution, liquidation and alteration	corporate form of the Company;
	of corporate form of the Company;	(11) consider the amendments to the Articles of
	(11) consider the amendments to the Articles	Association, as well as the rules of procedures of
	of Association, as well as the rules of	the general meeting, Board meeting and meeting
	procedures of the general meeting, Board	of the Board of Supervisors;
	meeting and meeting of the Board of	(12) decide on the appointment, dismissal or
	Supervisors;	termination of re-appointment of accounting firm;
	(12) decide on the appointment, dismissal or	(13) consider and approve the motions raised by
	termination of re-appointment of accounting	shareholders holding more than 3% (inclusive) of
	firm;	voting shares of the Company;
	(13) consider and approve the motions raised	(14) consider matters relating to the purchases
	by shareholders holding more than 3%	and sales of significant assets with a total assets
	(inclusive) of voting shares of the Company;	value or transaction value within one year
	(14) consider matters relating to the purchases	exceeding 30% of the latest audited total assets of
	and sales of significant assets within one year	the Company;
	exceeding 30% of the latest audited total assets
	of the Company;

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PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

No.	Provisions of Current Articles	Provisions of Amended Articles
	(15) decide on the guarantee issues as	(15) decide on the guarantee issues as prescribed
	prescribed in Article 61 of the Articles of	in Article 61 of the Articles of Association;
	Association;	(16) review and approve the issue of altering
	(16) consider and approve share incentive	the use of raised funds;
	plans;	(17) consider and approve share incentive plans;
	(17) other matters shall be decided by the	(18) other matters shall be decided by the general
	general meeting pursuant to the laws,	meeting pursuant to the laws, administrative
	administrative regulations and the Articles of	regulations and the Articles of Association;
	Association;	(19) other matters shall be decided by the general
	(18) other matters shall be decided by the	meeting as stipulated by the listing rules of the
	general meeting as stipulated by the listing	stock exchange where the shares of the Company
	rules of the stock exchange where the shares of	are listed.
	the Company are listed.
		The functions and powers of the general
	The general meeting may authorize or delegate	meeting mentioned above shall not be
	the Board to deal with authorized or delegated	delegated to the Board or other body or
	matters, provided that no violation on	individual.
	mandatory rules under the relevant PRC laws,
	regulations, regulatory documents and the	The general meeting may authorize or delegate
	listing rules of the stock exchange where the	the Board to deal with authorized or delegated
	shares of the Company are listed.	matters, provided that no violation on mandatory
		rules under the relevant PRC laws, regulations,
		regulatory documents and the listing rules of the
		stock exchange where the shares of the Company
		are listed, the delegation shall be clear and
		specific, and shall be made in writing.
		However, the functions and powers delegated
		to the general meeting shall not be delegated to
		the Board.
20.	Article 61 The following external guarantees	Article 61 The following external guarantees of
	of the Company must be reviewed and passed	the Company must be reviewed and passed by
	at the general meeting:	the Board, and then submitted to be reviewed
	(1) any subsequent guarantee in addition to the	and passed at the general meeting:
	aggregate of all external guarantees provided	(1) any subsequent guarantee in addition to the
	by the Company or its controlled subsidiary	aggregate of all external guarantees provided by
	with a total amount equal to or more than 50%	the Company or its controlled subsidiary with a
	of the Company’s latest audited net assets;	total amount equal to or more than 50% of the
	(2) any subsequent guarantee in addition to the	Company’s latest audited net assets;
	aggregate of all external guarantees provided	(2) any subsequent guarantee in addition to the
	by the Company within 12 consecutive months	aggregate of all external guarantees provided by
	with a total amount equal to or more than 30%	the Company within 12 consecutive months with
	of the Company’s latest audited total assets;	a total amount equal to or more than 30% of the
	(3) to provide guarantee to any person or entity	Company’s latest audited total assets;
	with a gearing ratio in excess of 70%;	(3) to provide guarantee to any person or entity
	(4) a single guarantee whose amount exceeds	with a gearing ratio in excess of 70%;
	10% of the latest audited net assets;	(4) a single guarantee whose amount exceeds 10%
	(5) to provide guarantee for shareholders, de	of the latest audited net assets;
	facto controllers and their related parties.	(5) to provide guarantee for shareholders, de facto
		controllers and their related parties
		(6) other situations of guarantees required by
		laws, regulations and other provisions or by
		regulatory body to be reviewed and approved
		by the general meeting.

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APPENDIX IV

	No.	**Provisions **	**of **	**Current **	Articles	Articles	Provisions of Amended Articles
							For guarantee matters within the scope of
							authority of the Board, in addition to being
							approved by more than half of all directors,
							they should also be approved by more than
							two-thirds of directors present at the Board
							meeting. The guarantee in Item (2) above shall
							be passed by more than two-thirds of the
							voting rights held by shareholders present at
							the general meeting.
							Where the Company provides guarantee for a
							wholly-owned subsidiary, or provides
							guarantee for a controlling subsidiary and
							other shareholders of the controlling
							subsidiary provide the same proportion of
							guarantee according to the rights and interests
							they enjoy, without harming the interests of the
							Company, the provisions of Items (1), (3) and
							(4) above may be exempted, except as
							otherwise provided in the Articles of
							Association. The Company shall summarize
							and disclose the aforesaid guarantee in the
							annual report and interim report.
							Where the Company provides guarantee for
							related parties, such guarantee shall be
							provided based on reasonable business logic.
							The Company shall disclose it in time after the
							Board. The Company shall deliberates and
							approves it, and submit it to the general
							meeting for approval. If the Company provides
							guarantee for controlling shareholders, de
							facto controller and their related parties, the
							controlling shareholders, de factor controller
							and their related parties shall provide counter-
							guarantee.

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APPENDIX IV

No.	Provisions of Current Articles	Provisions of Amended Articles
21.	Article 62 Any related party transactions with	Article 62 Major transactions (except external
	transaction amount representing at least 5% of	guarantees) that meet one of the following
	the latest audited net assets (in absolute value),	criteria shall be submitted to the general
	earnings, revenue or total market value of the	meeting for approval:
	Company or at least RMB5 million shall be	(1) The total assets involved in the transaction
	considered and approved at the general	(the greater one will prevail in case of both
	meeting. When considering a related party	book value and assessed value are available)
	transaction at a general meeting, the following	amounts to more than 50% of the latest audited
	related party shareholders shall abstain from	total assets of the Company;
	voting:	(2) The transaction amount amounts to more
	(1) a counterparty;	than 50% of the Company’s market value;
	(2) a person directly or indirectly controls the	(3) The net assets of the subject matter of the
	counterparty;	transaction (such as equity rights) amounts to
	(3) a person directly or indirectly controlled by	more than 50% of the Company’s market
	the counterparty;	value;
	(4) a person directly or indirectly under	(4) The operation revenue of the subject matter
	common control with the counterparty by the	of the transaction (such as equity rights) in the
	same legal person or natural person;	latest accounting year amounts to more than
	(5) a person who holds office in the	50% of the audited operation revenue of the
	counterparty or in the legal entity which can	Company in the latest financial year, and
	directly or indirectly controls the counterparty	exceeds RMB50 million;
	or is directly or indirectly controlled by the	(5) The profit from the transaction amounts to
	counterparty (applicable if the shareholder is a	more than 50% of the audited net profit in the
	natural person);	latest accounting year of the Company and
	(6) a person whose voting rights are restricted	exceeds RMB5 million;
	or affected as a result of outstanding equity	(6) The net profit in connection with the
	transfer agreement or other agreement with the	subject matter of the transaction (such as
	counterparty or its related party.	equity rights) in the latest financial year
		amount to more than 50% of the audited net
		profit in the latest financial year of the
		Company and exceeds RMB5 million.
		The net profit index in the above criteria can
		be exempted from application before the
		Company realizes profits.
		The transaction amount mentioned above
		refers to the transaction amount paid and the
		debts and expenses incurred. If the transaction
		arrangement involves possible payment or
		collection of consideration in the future, and
		there is no specific amount or the amount is to
		be determined based on conditions, the
		maximum expected amount will be the
		transaction amount.

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APPENDIX IV

No.	**Provisions **	**of **	**Current **	**Current **	Articles	Provisions of Amended Articles
						The market value specified above refers to the
						arithmetic average of the closing market price
						of 10 trading days before the transaction. If the
						Company implements the transaction in stages,
						the above provisions shall apply on the basis of
						the total transaction amount. The Company
						shall timely disclose the actual situation of the
						transaction in stages.
						When the Company unilaterally benefits from
						the transaction, including receiving cash assets
						as gift, being granted debt reduction or relief,
						accepting guarantee and financial assistance,
						etc.; the Company may be exempted from
						performing the review and approval
						procedures of the general meeting according to
						this article.
						Subject to the laws and regulations of the place
						where the Company is listed, the Listing Rules
						for the Sci-Tech Innovation Board and Hong
						Kong Listing Rules, when considering a related
						party transaction at a general meeting, the
						following related party shareholders shall abstain
						from voting and shall not exercise voting rights
						on behalf of other shareholders:
						(1) a counterparty;
						(2) a person directly or indirectly controls the
						counterparty;
						(3) a person directly or indirectly controlled by
						the counterparty;
						(4) a person directly or indirectly under common
						control with the counterparty by the same legal
						person, other organizations or natural person;
						(5) a person who holds office in the counterparty
						or in the legal entity which can directly or
						indirectly controls the counterparty or is directly
						or indirectly controlled by the counterparty
						(applicable if the shareholder is a natural person);
						(6) a person whose voting rights are restricted or
						affected as a result of outstanding equity transfer
						agreement or other agreement with the
						counterparty or its related party;
						(7) Shareholders as identified by the CSRC or
						the stock exchange where the Company’s
						shares are listed, to whom the listed company’s
						interests may be in their favor.

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APPENDIX IV

No.	Provisions of Current Articles	Provisions of Amended Articles	Provisions of Amended Articles
22.	Article 64 The general meetings shall include	Article 64 The general meetings shall include
	annual general meetings and extraordinary	annual general meetings and extraordinary
	general meetings. Annual general meetings	general meetings. Annual general meetings shall
	shall be convened once a year and shall be held	be convened once a year and shall be held within
	within six (6) months from the end of the	six (6) months from the end	of the preceding
	preceding financial year.	financial year.
	Extraordinary general meetings shall be	Extraordinary general meetings shall be convened
	convened when necessary. The Board shall	when necessary. The Board shall convene an
	convene an extraordinary general meeting	extraordinary general meeting	within two (2)
	within two (2) months upon the occurrence of	months upon the occurrence	of any of the
	any of the following circumstances:	following circumstances:
	(1) the number of directors is less than the	(1) the number of directors is less than the number
	number provided for in the Company Law or	provided for in the Company Law or less than
	less than two-thirds of the number prescribed	two-thirds of the number prescribed in the
	in the Articles of Association;	Articles of Association;
	(2) the losses of the Company that have not	(2) the losses of the Company that have not been
	been made up reach one-third of the total	made up reach one-third of the total paid-in share
	paid-in share capital of the Company;	capital of the Company;
	(3) shareholders who individually or jointly	(3) shareholders who individually or jointly hold
	hold more than 10% (inclusive) of the shares	more than 10% (inclusive) of	the shares of the
	of the Company require in writing an	Company require in writing	an extraordinary
	extraordinary general meeting to be convened;	general meeting to be convened;
	(4) whenever the Board considers necessary or	(4) whenever the Board considers necessary or
	when the Board of Supervisors proposes a	when the Board of Supervisors proposes a
	meeting;	meeting;
	(5) when at least two independent non-	(5) when at least two independent non-executive
	executive directors proposes a meeting;	directors proposes a meeting;
	(6) other circumstances prescribed by the laws,	(6) other circumstances prescribed by the laws,
	administrative regulations, departmental rules,	administrative regulations, departmental rules,
	the listing rules of the stock exchange where	the listing rules of the stock exchange where the
	the Company’s shares are listed or the Articles	Company’s shares are listed or the Articles of
	of Association.	Association.
	In the event of items (3), (4) and (5) above, the	In the event of items (3), (4) and (5) above, the
	motions proposed by the convening requester	motions proposed by the convening requester
	shall be included in the agenda of the meeting.	shall be included in the agenda	of the meeting.

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APPENDIX IV

No.	**Provisions **	**of **	**Current **	**Current **	Articles	Provisions of Amended Articles
						Independent directors shall have the right to
						propose to the Board for convening
						extraordinary general meetings. For
						independent directors’ request to convene
						extraordinary general meeting, the Board shall
						give a written feedback agreeing or disagreeing
						to convene the extraordinary general meeting
						within ten (10) days upon receiving the
						proposal in accordance with laws,
						administrative regulations and provisions
						hereof. The Board agreeing to convene
						extraordinary general meeting shall give notice
						of the meeting within five (5) days after making
						resolution; The Board disagreeing to convene
						extraordinary general meeting shall give
						reasons and make an announcement.
						The Board of Supervisors shall have the right
						to propose to the Board for convening
						extraordinary general meeting and shall make
						such proposal in writing. The Board shall give
						a written feedback agreeing or disagreeing to
						convene the extraordinary general meeting
						within ten (10) days upon receiving the
						proposal in accordance with laws,
						administrative regulations and provisions
						hereof.
						The Board agreeing to convene the
						extraordinary general meeting shall issue
						notice of the meeting within five (5) days after
						making the resolution; any modification on the
						original proposal in the notice shall be
						approved by the Board of Supervisors.
						The Board disagreeing to convene the
						extraordinary general meeting or fails to give
						feedback within ten (10) days after receiving
						the proposal will be deemed as failed to or
						cannot fulfill its obligations to convene general
						meetings, and the Board of Supervisors can
						convene and preside over the meeting by itself.

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles 23. Article 65 The general meeting shall be held at Article 65 The general meeting shall be held at the domicile of the Company or the address the domicile of the Company or the address listed listed in the notice of the general meeting. in the notice of the general meeting. The time A venue shall be arranged for the general and venue chosen for the on-site meeting shall meeting, which will be held in the form of be appropriate to facilitate Shareholders’ physical meeting. The Company may provide participation. expediency to the shareholders attending the A venue shall be arranged for the general meeting, general meeting by adopting other safe, which will be held in the form of physical economic and expedient means, such as meeting. The Company will also provide correspondence meeting. Shareholders expediency to the shareholders attending the attending the meeting by way of the above general meeting by adopting on-line voting methods shall be deemed as to have attended means. Shareholders attending the meeting by the meeting. way of the above methods shall be deemed as to have attended the meeting. Subsequent to the dispatch of a notice of the general meeting, the venue for convening the general meeting shall not be altered without proper reason. Once the venue is altered, the convener shall make an announcement and give reasons therefor at least two working days prior to the original date of the meeting. 24. Article 67 At the general meeting convened by Article 67 At the general meeting convened by the the Company, the Board, the Board of Company, the Board, the Board of Supervisors Supervisors and shareholder(s) individually or and shareholder(s) individually or jointly holding jointly holding at least 3% of the shares of the at least 3% of the shares of the Company shall Company shall have the right to submit new have the right to submit new proposals to the proposals to the Company. Company. Shareholder(s) individually or jointly holding Shareholder(s) individually or jointly holding at at least 3% of the Company’s shares may least 3% of the Company’s shares may propose an propose an extempore proposal ten (10) days extempore proposal ten (10) days prior to the prior to the general meeting by submitting the general meeting by submitting the same to the same to the convener in writing. The convener convener in writing. The convener shall issue a shall issue a supplemental notice of general supplemental notice of general meeting within meeting within two (2) days after receiving the two (2) days after receiving the proposed motion proposed motion specifying the content of the specifying the content of the extempore motion. extempore motion.

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles Except as provided in the preceding paragraph, Except as provided in the preceding paragraph, the convener shall not amend the proposals the convener shall not amend the proposals specified in the notice of the general meeting specified in the notice of the general meeting nor nor add new proposals after the notice is add new proposals after the notice is dispatched dispatched. by way of announcement .

The general meeting shall not vote and resolve proposals not stated in the notice of the general meeting or failing to meet the abovementioned requirements. 25. Article 68 Shareholders requesting the convening of an extraordinary general meeting or a meeting of shareholders of different classes (“class meeting”) shall proceed in accordance with the procedures set forth below:

The general meeting shall not vote and resolve proposals not stated in the notice of the general meeting or failing to meet the abovementioned requirements. Article 68 Shareholders requesting the convening of an extraordinary general meeting or a meeting of shareholders of different classes (“class meeting”) shall proceed in accordance with the procedures set forth below:

(1) Shareholder(s) individually or jointly holding (1) Shareholder(s) individually or jointly a total of 10% or more of the shares of the holding a total of 10% or more of the shares Company carrying the right to vote at the carrying the right to vote at the meeting sought meeting sought to be held may sign one or more to be held may sign one or more written written requests of identical form and substance requests of identical form and substance requesting the Board to convene an extraordinary requesting the Board to convene an general meeting or a class meeting and stating the extraordinary general meeting or a class subject of the meeting. The Board shall give a meeting and stating the subject of the meeting. written feedback agreeing or disagreeing to The Board shall convene the extraordinary convene the extraordinary general meeting or the general meeting or the class meeting as soon as class meeting within ten (10) days after having possible after having received the abovereceived the above-mentioned written request mentioned written request. The shareholding without undue delay . The shareholding referred referred to above shall be calculated as of the to above shall be calculated as of the date on date on which the written request is made by which the written request is made by shareholder(s). shareholder(s).

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Amended Articles
		(2) If the Board has not stated its agreement or	If the Board agrees to convene an
		disagreement in writing to the convening of an	extraordinary general meeting or a class
		extraordinary general meeting or class meeting	meeting, it shall issue the notice of the meeting
		within ten (10) days after receiving the written	within five (5) days after its resolutions, and
		request, the shareholder(s) individually or	modifications to the original request in the
		jointly holding a total of 10% or more of the	notice shall be approved by relevant
		shares carrying the right to vote at the meeting	shareholders.
		sought shall have the right to propose the
		convening of an extraordinary general meeting	(2) If the Board disagrees to convening an
		or class meeting to the Board of Supervisors	extraordinary general meeting or a class
		and submit such written request. The Board of	meeting, or has not provided feedback within
		Supervisors shall convene the extraordinary	ten (10) days after receiving the written request,
		general meeting or class meeting as soon as	the shareholder(s) individually or jointly holding
		possible.	a total of 10% or more of the shares carrying the
			right to vote at the meeting sought shall have the
		(3) If the Board of Supervisors has not stated	right to propose the convening of an extraordinary
		its agreement or disagreement in writing to the	general meeting or class meeting to the Board of
		convening of an extraordinary general meeting	Supervisors and submit such written request. If
		or class meeting within ten (10) days after	the Board of Supervisors agrees to convene an
		receiving the written request, the	extraordinary general meeting or a class
		shareholder(s) individually or jointly holding a	meeting, it shall issue the notice of the meeting
		total of 10% or more of the shares carrying the	within five (5) days after receipt of the request,
		right to vote at the meeting sought for at least	and modifications to the original request in the
		90 consecutive days may convene and preside	notice shall be approved by relevant
		over the meeting on their own, while the	shareholders.
		convening procedures shall resemble as far as
		possible that of a general meeting convened by	(3) If the Board of Supervisors has not issued
		the Board.	the notice of the general meeting within the
			prescribed time limit, it shall be deemed as the
			Board of Supervisors not convening and
			presiding over the general meeting, the
			shareholder(s) individually or jointly holding a
			total of 10% or more of the shares carrying the
			right to vote at the meeting sought for at least 90
			consecutive days may convene and preside over
			the meeting on their own, while the convening
			procedures shall resemble as far as possible that
			of a general meeting convened by the Board.

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Current Articles	Provisions of Current Articles				Provisions of Amended Articles
		Reasonable	expenses	incurred		from	the	Reasonable expenses incurred from the aforesaid
		aforesaid case where shareholders				convene	the	case where shareholders convene the meeting by
		meeting by themselves		due to the failure of			the	themselves due to the failure of the Board or the
		Board or the	Board of	Supervisors to convene				Board of Supervisors to convene the meeting shall
		the meeting shall be borne by			the Company,			be borne by the Company, and the same shall be
		and the same shall be deducted from					the	deducted from the payment to those directors who
		payment to	those directors who failed				to	failed to perform their duties.
		perform their duties.
								The Board of Supervisors or shareholders
								deciding to convene a general meeting shall
								inform the Board in writing and put on record
								to the Company’s local CSRC agency and the
								stock exchange. Prior to the announcement on
								the resolutions of general meeting, the
								shareholding of the convening shareholders
								shall not be lower than 10%. The convening
								shareholders shall submit relevant certificates
								and materials to the Company’s local CSRC
								agency and stock exchange at the time of issue
								of the notice of the general meeting and the
								announcement on the resolutions of general
								meeting.
								With respect to a general meeting
								independently convened by the Board of
								Supervisors or the shareholders, the Board and
								secretary of the Board shall cooperate
								accordingly. The Board shall provide the
								register of shareholders on the date of share
								registration.
								The Company shall bear the costs of the
								general meeting convened by the Board of
								Supervisors or shareholders.

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APPENDIX IV

No. Provisions of Current Articles

1. Article 70 When the Company convenes a general meeting, written notice of the meeting shall be given forty-five (45) days (inclusive) before the date of the meeting to notify all shareholders whose names appear in the share register of the matters to be considered and the date and place of the meeting. A shareholder who intends to attend the meeting shall deliver to the Company his written reply concerning his attendance at such meeting twenty (20) days before the date of the meeting.

Notice of general meeting shall be served to any shareholder (whether has voting right on general meeting or not) either by hand or by post in a prepaid mail, addressed to such shareholder at his registered address as shown in the register of members. Subject to compliance with the laws, administrative regulations, the listing rules of the stock exchange where the Company’s shares are listed, notice of the general meeting may also be given by way of public announcement, including through publishing on the Company’s website.

The “public announcement” referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities supervisory and regulatory authority under the State Council within the interval of forty-five (45) days to fifty (55) days before holding of the meeting. All holders of domestic shares shall be deemed as having been notified of the forthcoming general meeting once the announcement is published. The Chinese and English versions of the announcement shall be published on the websites of the Hong Kong Stock Exchange and the Company respectively on the same day, or shall be published in the manner as specified by the Hong Kong Stock Exchange from time to time.

Provisions of Amended Articles

Article 70 When the Company convenes a general meeting, written notice of the meeting shall be given forty-five (45) days ( when calculating the starting date, the Company shall not include the date of the meeting ), before the date of the meeting to notify all shareholders whose names appear in the share register of the matters to be considered and the date and place of the meeting. A shareholder who intends to attend the meeting shall deliver to the Company his written reply concerning his attendance at such meeting twenty (20) days before the date of the meeting.

Notice of general meeting shall be served to any shareholder (whether has voting right on general meeting or not) either by hand or by post in a prepaid mail, addressed to such shareholder at his registered address as shown in the register of members. Subject to compliance with the laws, administrative regulations, the listing rules of the stock exchange where the Company’s shares are listed, notice of the general meeting may also be given by way of public announcement, including through publishing on the Company’s website.

The “public announcement” referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities supervisory and regulatory authority under the State Council and the securities regulatory authority of the place where the Company’s shares are listed within the interval of forty-five (45) days to fifty (55) days before holding of the meeting. All holders of domestic shares shall be deemed as having been notified of the forthcoming general meeting once the announcement is published. The Chinese and English versions of the announcement shall be published on the websites of the Hong Kong Stock Exchange and the Company respectively on the same day, or shall be published in the manner as specified by the Hong Kong Stock Exchange from time to time.

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APPENDIX IV

No.	Provisions of Current Articles		Provisions of Amended Articles
27.	Article 71 The Company shall calculate the		Article 71 The Company shall calculate the
	number of voting shares represented by the		number of voting shares represented by the
	shareholders who intend to attend the meeting		shareholders who intend to attend the meeting
	based on the written replies received twenty		based on the written replies received twenty
	(20) days prior to the holding of the general		(20) days prior to the holding of the general
	meeting. If the number of voting	shares	meeting. If the number of voting shares
	represented by the shareholders who intend to		represented by the shareholders who intend	to
	attend the meeting reaches more than one half		attend the meeting reaches more than one half	of
	of the total number of the Company’s	voting	the total number of the Company’s voting shares,
	shares, the Company may hold the general		the Company may hold the general meeting.	If
	meeting. If not, the Company shall within five		not, the Company shall within five (5) days
	(5) days inform the shareholders again by		inform the shareholders again by public notice	of
	public notice of the matters to be considered as		the matters to be considered as well as the date
	well as the date and place of the meeting.		and place of the meeting. Upon notification by the
	Upon notification by the public announcement,		public announcement, the Company may hold the
	the Company may hold the general meeting.		general meeting.
	An extraordinary general meeting shall not		An extraordinary general meeting shall not decide
	decide on matters not specified in the notice.		on matters not specified in the notice.
			If the general meeting cannot be held within
			the prescribed time limit, the reasons and
			subsequent plans shall be disclosed before the
			expiration of the time limit.

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles 28. Article 72 Notice of the general meeting shall Article 72 Notice of the general meeting shall meet the following requirements: meet the following requirements: (1) be made in writing; (1) be made in writing; (2) specify the time, venue and date of the (2) specify the time, venue and date of the meeting; meeting; (3) specify the matters to be deliberated at the (3) specify the matters to be deliberated at the meeting; meeting; (4) provide to the shareholders of the (4) provide to the shareholders of the information information and explanations as necessary for and explanations as necessary for the the shareholders to make sound decisions shareholders to make sound decisions about the about the matters to be deliberated. This matters to be deliberated. This principle includes, principle includes, but not limited to, the but not limited to, the provision of the specific provision of the specific terms and contract(s), terms and contract(s), if any, of the proposed if any, of the proposed transaction(s) and transaction(s) and sincere explanations about sincere explanations about related causes and related causes and effects when the Company effects when the Company proposes merger, proposes merger, repurchase of shares, repurchase of shares, restructuring of share restructuring of share capital or other capital or other restructuring; restructuring; (5) in the event that any of the directors, (5) in the event that any of the directors, supervisors, general manager or other senior supervisors, general manager or other senior management has material interests in matters management has material interests in matters to to be deliberated, the nature and extent of the be deliberated, the nature and extent of the interests shall be disclosed. If the matters to be interests shall be disclosed. If the matters to be deliberated affect any director, supervisor, deliberated affect any director, supervisor, general manager or other senior management general manager or other senior management as a as a shareholder in a manner different from shareholder in a manner different from how they how they affect other shareholders of the same affect other shareholders of the same class, the class, the difference shall be explained; difference shall be explained; (6) contain the full text of any special (6) contain the full text of any special resolution resolution to be proposed for adoption at the to be proposed for adoption at the meeting; meeting; (7) contain a conspicuous statement indicating (7) contain a conspicuous statement indicating that a shareholder who is entitled to attend and that a shareholder who is entitled to attend and vote at the general meeting may appoint one or vote at the general meeting may appoint one or more proxies to attend and vote at the meeting on more proxies to attend and vote at the meeting his behalf and that such proxies may not on his behalf and that such proxies may not necessarily be shareholders of the Company; necessarily be shareholders of the Company;

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Current Articles	Provisions of Amended Articles
		(8) specify delivery time and place of the		(8) the record date for the purpose of
		power of attorney for proxy voting at the		ascertaining shareholders who are entitled to
		meeting.		attend the general meeting;
				(9) name and telephone number of the regular
		In the event that the general meeting shall be		contact person;
		voted through other methods, the alternative		(10) specify delivery time and place of the power
		time, voting procedures and matters to be		of attorney for proxy voting at the meeting.
		resolved shall also be	included in the notice.
				In the event that the general meeting shall be
				voted through other methods, the alternative time,
				voting procedures and matters to be resolved shall
				also be included in the notice.
				The notice and the supplementary notice of the
				general meeting shall fully and completely
				disclose all specific contents of all proposals.
				For items to be discussed which required the
				opinion of the independent directors, their
				opinions and reasons shall be disclosed when
				the notice or supplementary notice to general
				meeting is issued.
				If the general meeting adopts on-line or other
				means, the voting time and voting procedures
				of on-line or other means shall be clearly stated
				in the notice of the general meeting. The
				starting time of voting by on-line or other
				means shall neither be earlier than 3:00pm of
				the day before the on-site general meeting to be
				convened, nor later than 9:30am of the day on
				which the on-site general meeting is convened;
				and the ending time shall not be earlier than
				3:00pm of the day on which the on-site general
				meeting ends.
				The period between the share registration date
				and the date of the meeting shall not be longer
				than 7 working days. Once the share
				registration date is fixed, it cannot be altered.

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles 29. Article 75 All shareholders (or their proxies) Article 75 All shareholders (or their proxies) whose names appeared in the register of whose names appeared in the register of shareholders the Company at the record date shareholders the Company at the record date are are entitled to attend the general meeting and entitled to attend the general meeting and exercise exercise their voting rights in accordance with their voting rights in accordance with the laws, the laws, regulations and the Articles of regulations and the Articles of Association. The Association. The Company and the convener Company and the convener shall not reject for any shall not reject for any reason. reason. Any shareholder entitled to attend and vote at Any shareholder entitled to attend and vote at a a general meeting shall have the right to general meeting shall have the right to appoint appoint one (1) or more persons (who may not one (1) or more persons (who may not be a be a shareholder) as his proxy(ies) to attend shareholder) as his proxy(ies) to attend and vote and vote on his behalf. Such proxy(ies) may on his behalf. Such proxy(ies) may exercise the exercise the following rights as authorized by following rights as authorized by the shareholder: the shareholder: (1) the shareholder’s right to speak at the general (1) the shareholder’s right to speak at the meeting; general meeting; (2) the right to demand by himself or jointly with (2) the right to demand by himself or jointly others, to make a resolution by voting; with others, to make a resolution by voting; (3) the right to vote may be exercised by poll. (3) the right to vote may be exercised either by a show of hands or on a poll, except that if a shareholder has appointed more than one (1) proxy, such proxies may only exercise their voting rights on a poll. 30. Article 78 Any form issued by the Board of the Article 78 Any form issued by the Board of the Company to the shareholders for the Company to the shareholders for the appointment appointment of proxies shall give the of proxies shall give the shareholders free choice shareholders free choice to instruct their to instruct their proxies to cast vote in favor of or proxies to cast vote in favor of or against on against on each resolution and enable the each resolution and enable the shareholders to shareholders to give separate instructions on each give separate instructions on each matter to be matter to be voted at the meeting. The proxy form voted at the meeting. The proxy form shall shall state that if the shareholder does not give state that if the shareholder does not give instructions, whether the proxy shall vote at his instructions, the proxy shall vote at his own own discretion. discretion.

Article 78 Any form issued by the Board of the Company to the shareholders for the appointment of proxies shall give the shareholders free choice to instruct their proxies to cast vote in favor of or against on each resolution and enable the shareholders to give separate instructions on each matter to be voted at the meeting. The proxy form shall state that if the shareholder does not give instructions, whether the proxy shall vote at his own discretion.

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APPENDIX IV

	No. Provisions of Current Articles	No. Provisions of Current Articles	No. Provisions of Current Articles
	Other than as provided above, the proxy form shall also state the following: (1) name of the proxy; (2) total number of shares represented by the proxy; (3) whether the proxy has the right to vote; (4) whether the proxy has the right to vote on the extempore motions that may be included in the general meeting; (5) specific instructions as to the manner of voting, if carrying the right to vote; (6) issuing date and validity period; (7) the number of shares represented by each proxy, in the event that multiple proxies are appointed; (8) signature (or chop) of the entrusting party. If the entrusting party is a corporate shareholder, its seal shall be affixed.
	31. Article 79 The meeting register for attendees shall be prepared by the Company, specifying the name of the persons or entities attending the meeting, the number of shares with voting rights held or represented, and other relevant matters.
		number of represented, name) they
			represent and
	32. Article 80 The convener shall jointly verify the legality of the qualification of the shareholders according to the register of shareholders, and register the names of the shareholders and the number of shares held by them with voting rights. The meeting registration shall terminate before the person presiding over the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held by them.	Article 80 engaged by

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PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles 33. Article 82 The general meeting shall be Article 82 The general meeting shall be convened convened and presided over by the chairman of by the chairman of the Board and presided over the Board. If the chairman of the Board cannot by the chairman of the Board. If the chairman of attend the meeting for certain reasons, the vice the Board cannot attend the meeting for certain chairman (if any) shall preside over the reasons, the vice chairman (if any) shall preside meeting. If the vice chairman (if any) of the over the meeting. If the vice chairman (if any) of Board also cannot attend the meeting for the Board also cannot attend the meeting for certain reasons, the meeting shall be presided certain reasons, the meeting shall be presided over by a director elected by more than half of over by a director elected by more than half of the the total number of directors. total number of directors. In the event that the Board cannot perform or In the event that the Board cannot perform or has has failed to perform the duties to convene a failed to perform the duties to convene a general general meeting, the meeting shall be presided meeting, the meeting shall be presided over by the over by the Board of Supervisors who decides Board of Supervisors who decides to convene the to convene the meeting or the shareholder who meeting or the shareholder who proposed such proposed such motion. The general meeting motion. The general meeting convened by the convened by the Board of Supervisors shall be Board of Supervisors shall be presided over by presided over by the chairman of the Board of the chairman of the Board of Supervisors. In the Supervisors. In the event that the chairman of event that the chairman of the Board of the Board of Supervisors cannot or fails to Supervisors cannot or fails to perform such duty, perform such duty, the meeting shall be the meeting shall be presided over by the vice presided over by a supervisor elected by more chairman of the Board of Supervisors. In the than half of the total number of supervisors. event that the vice chairman of the Board of The general meeting convened by the Supervisors cannot or fails to perform such shareholders shall be presided over by the duty, the meeting shall be presided over by a representative elected by the convener. supervisor elected by more than half of the total number of supervisors. The general meeting If, for any reason, the shareholders cannot convened by the shareholders shall be presided elect the chairperson, the meeting shall be over by the representative elected by the presided over by the shareholder present and convener. holding the largest number of shares with voting rights (including the proxy of the If, for any reason, the shareholders cannot elect shareholder). the chairperson, the meeting shall be presided over by the shareholder present and holding the largest number of shares with voting rights (including the proxy of the shareholder). When a general meeting is convened, if the chairperson of the meeting violates the rules of procedures rendering the general meeting unable to continue, the general meeting may, with the approval of more than half of present shareholders with voting right, elect another person to preside over the meeting and to continue with the meeting.

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No. Provisions of Current Articles 34. Article 84 The Company shall have a set of rules of procedures for general meetings detailing the procedures regarding the convening of and voting at general meetings, including notice, registration, consideration of proposals, casting of votes, counting of votes, announcement of voting results, formation of resolutions, preparation and signing of minutes, and the principles for authorization to the Board at general meetings, which shall be explicit and specific. The rules of procedures for general meetings, which shall be an annex to the Articles of Association, shall be formulated by the Board and approved at the general meeting. 35. Article 86 A shareholder (including his proxy), when voting at a general meeting, may exercise his voting rights according to the number of voting shares which he represents. Each share shall carry one voting right. However, the Company’s shares held by the Company do not carry voting rights, and shall not be counted in the total number of voting rights represented by the shareholders present at the general meeting.

According to the applicable laws and regulations and the listing rules of the stock exchange where the Company’s shares are listed, where any shareholder is required to abstain from voting or is restricted to voting only for or against any particular resolution, any votes casted by such shareholder (or his proxy) in violation of such requirement or restriction shall not be counted in the voting results.

Provisions of Amended Articles Article 84 The Company shall have a set of rules of procedures for general meetings detailing the procedures regarding the convening of and voting at general meetings, including notice, registration, consideration of proposals, casting of votes, counting of votes, announcement of voting results, formation of resolutions, preparation and signing and announcement of minutes, and the principles for authorization to the Board at general meetings, which shall be explicit and specific. The rules of procedures for general meetings, which shall be an annex to the Articles of Association, shall be formulated by the Board and approved at the general meeting.

Article 86 A shareholder (including his proxy), when voting at a general meeting, may exercise his voting rights according to the number of voting shares which he represents. Each share shall carry one voting right. However, the Company’s shares held by the Company do not carry voting rights, and shall not be counted in the total number of voting rights represented by the shareholders present at the general meeting.

	When material matters concerning the
	interests of medium and small investors are
	considered at a general meeting, voting for
	medium and small investors shall be counted
	separately. Separate-counting results shall be
	disclosed timely and publicly.
	The Board, independent directors and the
	shareholders who have fulfilled the relevant
	stipulated conditions may publicly solicit the
	voting rights from shareholders. When
	soliciting shareholders’ voting rights, the
	specific voting intentions and other
	information shall be fully disclosed to persons
	whose voting rights are being solicited. It is
	prohibited to solicit shareholder’s voting rights
	by means of compensation or compensation in
	disguised form. The Company shall not impose
	minimum shareholding restrictions on
	soliciting the voting right.

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APPENDIX IV

No. Provisions of Current Articles	Provisions of Amended Articles
	According to the applicable laws and regulations and the listing rules of the stock exchange where the Company’s shares are listed, where any shareholder is required to abstain from voting or is restricted to voting only for or against any particular resolution, any votes casted by such shareholder (or his proxy) in violation of such requirement or restriction shall not be counted in the voting results.
36. Article 87 Resolutions shall be decided on a show of hands unless a poll is otherwise required by the laws, administrative regulations, the relevant regulatory authorities or the listing rules of the stock exchange where the Company’s shares are listed or demanded by the following persons before or after the show of hands: (1) the chairman of the meeting; (2) at least two shareholders present in person or by proxy entitled to vote thereat; (3) one or more shareholders (including proxies) individually or jointly representing 10% or more of shares carrying the right to vote at the meeting.	Article 87 **voting by **

Unless a poll is demanded, a declaration by the chairman that a resolution has been passed on a show of hands and the record of such in the minutes of the meeting shall be the conclusive evidence. There is no need to provide evidence of the number or proportion of votes in favor of or against the resolutions passed at the meeting.

The Company shall only disclose the poll results if it is required by the laws, administrative regulations, the relevant regulatory authorities or the listing rules of the stock exchange where the Company’s shares are listed.

The demand for a poll may be withdrawn by the person who demands the same.

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APPENDIX IV

No.	Provisions of Current Articles	**Provisions of Amended **	Articles	Articles
37.	Article 89Voting at the general meeting shall	Article 89 When a poll is taken at a meeting, a
	record the names of the voters.When a poll is	shareholder (including his proxy) entitled to two
	taken at a meeting, a shareholder (including	(2) or more votes need not cast all his votes in the
	his proxy) entitled to two (2) or more votes	same way.
	need not cast all his votes in the same way.
38.	Article 90 When the number of votes for and	Article 90 When the number of votes for and
	against a resolution is equal, whether the vote	against a resolution is equal, the chairman of the
	is taken by a show of hands or on a poll, the	meeting shall have a casting vote.
	chairman of the meeting shall have a casting
	vote.
39.	Article 91 The following matters shall be	Article 91 The following matters		shall be resolved
	resolved by way of ordinary resolutions at a	by way of ordinary resolutions at a general
	general meeting:	meeting:
	(1) work reports of the Board and the Board of	(1) work reports of the Board and the Board of
	Supervisors;	Supervisors;
	(2) profit distribution plans and loss recovery	(2) profit distribution plans and loss recovery
	plans formulated by the Board;	plans formulated by the Board;
	(3) appointment or dismissal of the members	(3) appointment or dismissal of		the members of
	of the Board and the members of the Board of	the Board and the members of the Board of
	Supervisors (other than employee	Supervisors (other than employee representative
	representative supervisors), their remuneration	supervisors), their remuneration and payment
	and payment methods thereof;	methods thereof;
	(4) annual reports, annual budgets and final	(4) annual reports, annual budgets and final
	accounts, balance sheets, income statements	accounts, balance sheets, income statements and
	and other financial statements of the	other financial statements of the Company;
	Company;	(5) **engagement or dismissal **		of accounting
	(5) matters other than those required by the	firm;
	laws and administrative regulations or by the	(6) matters other than those required by the laws
	Articles of Association to be passed by way of	and administrative regulations or by the Articles
	special resolutions.	of Association to be passed by way of special
		resolutions.
40.	Article 92 The following matters shall be	Article 92 The following matters		shall be resolved
	resolved by way of special resolutions at a	by way of special resolutions at a general
	general meeting:	meeting:
	(1) increase or reduction in the share capital	(1) increase or reduction	in the share capital and
	and the issue of shares of any class, stock	the issue of shares of any class, stock warrants or
	warrants or other similar securities of the	other similar securities of the Company;
	Company;	(2) issuance of corporate	bonds of the Company;
	(2) issuance of corporate bonds of the	(3) division, merger, dissolution and liquidation
	Company;	of the Company;
	(3) division, merger, dissolution and	(4) change in the form of the Company;
	liquidation of the Company;	(5) any purchase or disposal of substantial assets
	(4) change in the form of the Company;	made or guarantee provided by the Company
	(5) any purchase or disposal of substantial	within one (1) year, with an amount exceeding
	assets made or guarantee provided by the	30% of the latest audited total assets of the
	Company within one (1) year, with an amount	Company;
	exceeding 30% of the latest audited total assets
	of the Company;

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles (6) amendments to the Articles of Association; (6) amendments to the Articles of Association; (7) approval to the guarantees as stipulated in (7) approval to the guarantees as stipulated in Article 61 of the Articles of Association; Article 61 of the Articles of Association; (8) approval to and implementation of share (8) approval to and implementation of share incentive schemes; incentive schemes; (9) any other matters as required by the laws, (9) adjustment to the profit distribution plan administrative regulations or the Articles of and loss recovery plan of the Company; Association, and those considered by (10) any other matters as required by the laws, shareholders and resolved by way of an administrative regulations or the Articles of ordinary resolution at general meetings, to be Association, and those considered by of a nature which may have a material impact shareholders and resolved by way of an ordinary on the Company and shall be adopted by resolution at general meetings, to be of a nature special resolutions; which may have a material impact on the (10) other matters required by the listing rules Company and shall be adopted by special of the stock exchange where the Company’s resolutions; shares are listed to be passed by way of special (11) other matters required by the listing rules of resolutions. the stock exchange where the Company’s shares are listed to be passed by way of special All directors, supervisors, general manager resolutions. and other members of senior management shall attend the general meeting if so required. All directors, supervisors, and the secretary to Except for relating to trade secrets of the the Board of the Company shall attend the Company that shall not be disclosed, the general meeting , whereas the general manager directors, supervisors, general manager and and other senior management shall be present at other members of senior management shall the meeting . Except for relating to trade secrets make replies or explanations to the inquiries of of the Company that shall not be disclosed, the shareholders at the general meeting. directors, supervisors, general manager and other members of senior management shall make replies or explanations to the inquiries of shareholders at the general meeting. 41. Article 93 When a related party transaction is Article 93 When a related party transaction is considered at a general meeting, the related considered at a general meeting, the related shareholders shall abstain from voting. The shareholders shall abstain from voting. The voting voting shares represented by such shareholders shares represented by such shareholders shall not shall not be counted in the total number of be counted in the total number of voting shares. voting shares. When voting on the matters Poll results announcement of a general meeting related to related party transactions, the shall fully disclose the voting of unrelated unrelated shareholders present at the general shareholders. When voting on the matters related meeting shall vote in a manner as required by to related party transactions, the unrelated Article 85 of the Articles of Association after shareholders present at the general meeting shall deducting the number of shares with voting vote in a manner as required by Article 85 of the rights of the related shareholders. Articles of Association after deducting the number of shares with voting rights of the related shareholders.

1. Article 93 When a related party transaction is considered at a general meeting, the related shareholders shall abstain from voting. The voting shares represented by such shareholders shall not be counted in the total number of voting shares. When voting on the matters related to related party transactions, the unrelated shareholders present at the general meeting shall vote in a manner as required by Article 85 of the Articles of Association after deducting the number of shares with voting rights of the related shareholders.

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APPENDIX IV

No.	Provisions of Current Articles	Provisions of Current Articles	Provisions of Current Articles	Provisions of Current Articles			Provisions of Amended Articles
42.	Article	94 Where the legality and validity of					Article 94 Where the legality and validity of the
	the general meeting is ensured, the Company						general meeting is ensured, the Company shall
	shall make the attendance convenient for					the	make the attendance convenient for the
	shareholders through various methods					and	shareholders through various methods and means,
	means.						including a priority to on-line voting platform
							or other modern information technology
							means.
							End time of on-site voting at the general
							meeting shall not be earlier than on-line or
							other voting methods; the chairman of the
							meeting shall announce the voting result of
							each proposal, and announce whether the
							proposal is adopted based on the voting results.
							Prior to the formal announcement of the voting
							results, parties, including the Company, vote
							counter, scrutineer, major shareholders and
							Internet service supplier, involved in the
							general meeting in on-site, online and other
							forms shall bear confidential obligations to the
							voting.
43.	Article	96 The	shareholders attending			the	Article 96 The shareholders attending the general
	general	meeting shall vote “for”, “against” or					meeting shall vote “for”, “against” or “abstain”
	“abstain” for every proposal			to be resolved.			for every proposal to be resolved. The securities
							registration and settlement institution shall be
	Incomplete votes, incorrectly			completed votes,			the nominal holder of the shares of the stock
	illegible votes		or uncast	votes	shall	be	exchange interconnection mechanism between
	considered as the voters having waived their						the mainland and Hong Kong stock markets,
	voting rights. The voting result of such voting						except for the declaration according to the
	shares shall be counted as “abstain”.						actual holder’s will.
							Incomplete votes, incorrectly completed votes,
							illegible votes or uncast votes shall be considered
							as the voters having waived their voting rights.
							The voting result of such voting shares shall be
							counted as “abstain”.
							Save for the cumulative voting system, all
							proposals will be resolved separately at the
							general meeting; different proposals on one
							matter shall be resolved based on sequence in
							which they were put forward. The general
							meeting shall not postpone or refuse the voting
							on a proposal unless due to particular causes
							such as force majeure which would result in the
							general meeting being terminated or unable to
							resolve.

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APPENDIX IV

No.	**Provisions **	**of **	**Current **	**Current **	Articles	Provisions of Amended Articles
						The general meeting shall not revise a proposal
						when the proposal is being considered;
						otherwise, the revision shall be deemed as a
						new proposal and shall not be voted on the
						current general meeting.
						For the same voting right, only one voting
						method can be selected from on-site, on-line or
						other voting methods. The first ballot shall
						prevail once repeated voting arises in the same
						voting right.
						Prior to the voting on the proposal at the
						general meeting, two shareholders shall be
						elected to participate in vote calculation and
						scrutineer. If the shareholders are interested in
						the matters to be considered, the relevant
						shareholders and their proxies shall not
						participate in the counting of votes and
						scrutineering.
						When the general meeting is voting on the
						proposal, the lawyer, shareholders’
						representative and supervisors’ representative
						shall be jointly responsible for vote calculation,
						vote scrutineer and the announcement of the
						voting result, which shall be recorded in the
						meeting minutes.
						Shareholders of the Company or their proxies
						voting via on-line or other methods have the
						right to check their voting result via
						corresponding voting system.
						Resolution of the general meeting shall be
						announced in a timely manner, the
						announcement shall set out the number of
						shareholders and proxies present, the total
						number of voting shares held, proportion to the
						total voting shares of the Company, voting
						method, voting results of each proposal, and
						details of each resolution adopted.
						Proposals not adopted or modifications on
						resolutions of the previous general meeting
						shall be mentioned specifically in the
						announcement of resolutions of the current
						general meeting.

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles 44. Article 98 When convening a general meeting, Article 98 When convening a general meeting, the the Company may appoint a lawyer to issue a Company shall appoint a lawyer to issue a legal legal opinion on the following matters: opinion on the following matters: (1) whether the procedures of convening and (1) whether the procedures of convening and holding the general meeting comply with the holding the general meeting comply with the laws, administrative regulations and the laws, administrative regulations and the Articles Articles of Association; of Association; (2) whether the qualification of the persons (2) whether the qualification of the persons attending the general meeting and the attending the general meeting and the convener convener are legally valid; are legally valid; (3) whether the procedures and results of (3) whether the procedures and results of voting voting are legally valid; are legally valid; (4) any other matters as required by the (4) any other matters as required by the Company. Company. 45. Article 99 The nomination of directors and Article 99 The nomination of directors and supervisors at the general meeting shall follow supervisors at the general meeting shall follow the the approaches and procedures below: approaches and procedures below: (1) Shareholder(s) individually or jointly (1) Shareholder(s) individually or jointly holding holding at least 3% of the total outstanding at least 3% of the total outstanding voting shares voting shares of the Company may, by way of of the Company may, by way of a written a written proposal, put forward to the general proposal, put forward to the general meeting meeting about the candidates for directors and about the candidates for directors and supervisors supervisors (not being employee (not being employee representatives). However, representatives). However, the number of the number of candidates proposed must comply candidates proposed must comply with the with the provisions of the Articles of Association, provisions of the Articles of Association, and and shall not be more than the number to be shall not be more than the number to be elected. The aforesaid proposal put forward by the elected. The aforesaid proposal put forward by shareholders to the Company shall be served to the shareholders to the Company shall be the Company at least 14 days before the served to the Company at least 14 days before convening of the general meeting. the convening of the general meeting. (2) Within the number of persons as specified by (2) Within the number of persons as specified the Articles of Association and based on the by the Articles of Association and based on the proposed number of candidates to be elected, the proposed number of candidates to be elected, Board and the Board of Supervisors may propose the Board and the Board of Supervisors may a list of candidates for directors and supervisors, propose a list of candidates for directors and which shall be submitted to the Board and the supervisors, which shall be submitted to the Board of Supervisors for examination, Board and the Board of Supervisors for respectively. After the list of candidates for examination, respectively. After the list of directors and supervisors is determined by candidates for directors and supervisors is deliberation and resolution of the Board and the determined by deliberation and resolution of Board of Supervisors, the list shall be proposed at the Board and the Board of Supervisors, the a general meeting by way of a written proposal. list shall be proposed at a general meeting by The election of directors and supervisors shall way of a written proposal. fully reflect the opinions of medium and small shareholders.

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APPENDIX IV

	No.	Provisions of Current Articles		Provisions of Amended Articles
		(3) The written materials for the intention to		(3) The written materials for the intention to
		propose a candidate for election as	a director	propose a candidate for election as a director or a
		or a supervisor, the written notice of the		supervisor, the written notice of the candidate on
		candidate on his willingness to accept the		his willingness to accept the nomination, and the
		nomination, and the details of the nominees in		details of the nominees in writing shall be given
		writing shall be given to the Company no less		to the Company no less than seven (7) days prior
		than seven (7) days prior to the date of		to the date of convening the general meeting. The
		convening the general meeting. The	Board and	Board and the Board of Supervisors shall provide
		the Board of Supervisors shall provide		shareholders with the biography and basic
		shareholders with the biography and basic		information of the candidates for directors and
		information of the candidates for directors and		supervisors; the educational background, work
		supervisors.		experience, part-time jobs and other
		(4) The period given by the Company to the		information of the candidates; whether the
		relevant nominators and nominees for		candidates have any related relationship with
		submitting the aforesaid notice and documents		the Company or its controlling shareholders
		shall be no less than seven (7) days (such		and de factor controllers; disclose the number
		period shall commence from the day	following	of shares of the Company held by the
		the date of serving the notice of convening of		candidates; whether the candidates had been
		the general meeting).		subject to punishment by the CSRC and other
		(5) At the general meeting, voting for each		relevant departments and to disciplinary
		candidate for a director or supervisor shall be		action by the stock exchanges.
		taken on a one-by-one basis.
		(6) In the case of any ad hoc addition to or		Other than directors and supervisors who are
		change in any director or supervisor in need,		elected by cumulative voting system, the
		the Board and the Board of Supervisors shall		election of each candidate for directors and
		propose at the general meeting for the election		supervisors shall be proposed separately.
		or replacement of a director or supervisor.
				When resolving on the election of directors and
				supervisors at a general meeting, according to
				the provisions hereof or resolutions of the
				general meeting, the cumulative voting system
				may be adopted.

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APPENDIX IV

	No.	**Provisions **	**of **	**Current **	Articles	Provisions of Amended Articles
						In case the shareholding held by a single
						shareholder and its parties acting in concert is
						30% or more, when resolving on the election of
						directors and supervisors at a general meeting,
						the cumulative voting system shall be adopted.
						The cumulative voting system as mentioned in
						the preceding paragraph means that every
						share shall, in electing directors or supervisors
						at the general meeting, have the same voting
						right with that of the candidate director or
						supervisor, and the voting rights held by the
						shareholder may be exercised in a centralized
						way. The Board shall announce the biography
						and basic information of the candidate
						directors and supervisors to the shareholders.
						The implementation rules for the cumulative
						voting system are:
						Before resolving on the candidates for
						directors or supervisors at a general meeting,
						the chairman of the meeting shall clearly
						inform the participating shareholders the
						implementation of the cumulative voting
						method for candidates for directors or
						supervisors. The Board must provide the ballot
						suitable for the implementation of the
						cumulative voting method. The secretary to the
						Board shall explain the cumulative voting
						method and instruction for filling the votes, so
						as to ensure the correct exercise of voting
						rights by shareholders.

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APPENDIX IV

	No.	**Provisions **	**of **	**Current **	**Current **	Articles	Provisions of Amended Articles
							When electing directors and voting
							cumulatively, independent non-executive
							directors and other directors shall be elected
							separately to ensure the proportion of
							independent non-executive directors in the
							Board of the Company.
							Shareholders are free to distribute their voting
							rights among candidates for directors or
							supervisors, either in a decentralized manner
							on multiple candidates or in a centralized
							manner on a single candidate. If the total
							amount of voting rights casted by a
							shareholder is more than all voting rights held
							by the shareholder, the vote casted will be
							invalid; if the total amount of voting rights
							casted by a shareholders is less than all voting
							rights held by the shareholder, the vote casted
							shall be valid and the difference shall be
							deemed as abstain from voting. If the last two
							or more candidates have received the same
							number of votes and if all the candidates are
							elected, resulting in the number of elected
							directors or supervisors exceeding the number
							of candidates to be elected, the candidates shall
							be re-elected according to the procedures
							stipulated in the Articles of Association. If the
							number of elected directors or supervisors is
							less than the number specified in the Articles of
							Association, the Company shall restart the
							cumulative voting procedure for the missing
							number.
							For adopted proposals relating to election of
							directors and supervisors, the appointment
							time of the new directors and supervisors shall
							be the date of passing the resolutions at the
							general meeting , unless otherwise specified in
							the resolutions of the general meeting.

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APPENDIX IV

No.	Provisions of Current Articles	Provisions of Current Articles	Provisions of Amended Articles
			(4) The period given by the Company to the
			relevant nominators and nominees for submitting
			the aforesaid notice and documents shall be no
			less than seven (7) days (such period shall
			commence from the day following the date of
			serving the notice of convening of the general
			meeting).
			(5) At the general meeting, voting for each
			candidate for a director or supervisor shall be
			taken on a one-by-one basis, except for those
			candidates who apply the cumulative voting
			system.
			(6) In the case of any ad hoc addition to or change
			in any director or supervisor in need, the Board
			and the Board of Supervisors shall propose at the
			general meeting for the election or replacement of
			a director or supervisor.
46.	Article 100 Once the notice of the general		Article 100 Once the notice of the general
	meeting is issued, such meeting shall not be		meeting is issued, such meeting shall not be
	postponed or cancelled, nor any proposal		postponed or cancelled, nor any proposal stated
	stated on the notice be canceled without a		on the notice be canceled without a legitimate
	legitimate reason. In case of postponement or		reason. In case of postponement or cancellation,
	cancellation, the convener shall explain the		the convener shall publish an announcement
	reason at least 2 workings days prior to the		and explain the reason at least 2 workings days
	originally scheduled date for the meeting.		prior to the originally scheduled date for the
			meeting.
47.	Article 104 Minutes shall be recorded for the		Article 104 Minutes shall be recorded for the
	general meeting. The minutes shall be signed		general meeting. The convener shall ensure the
	by attending directors and supervisors. The		authenticity, accuracy and completeness of the
	minutes shall be	kept for no less than 10 years.	meeting minutes. The minutes shall be signed by
			attending directors, supervisors, secretary to the
			Board, meeting convener or its representative
			and the person presiding over the meeting. The
			minutes shall be kept together with attendance
			record of shareholders present and power of
			attorney of proxies present and valid
			information of voting via on-line and other
			methods for no less than 10 years. The meeting
			minutes shall include the following contents:
			(1) time, place and agenda of the meeting as
			well as name of the convener;
			(2) names of the person presiding over the
			meeting, directors, supervisors, managers and
			other senior management presenting or
			attending the meeting;

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APPENDIX IV

No.	Provisions of Current Articles	Provisions of Current Articles	Provisions of Current Articles		Provisions of Amended Articles
					(3) number of shareholders and proxies
					attending the meeting, total number of shares
					with voting rights held by them and the
					proportion of shares to the total shares of the
					Company;
					(4) deliberation process of each proposal, key
					points of speeches and voting results;
					(5) shareholders’ inquiry or suggestion and
					corresponding reply or explanation;
					(6) names of the lawyer, vote counter and
					scrutineer;
					(7) other items that shall be recorded as
					prescribed by the provisions hereof.
					The convener shall ensure the continuity of the
					general meeting until the final resolution is
					adopted. If the general meeting is suspended or
					cannot reach a resolution due to force majeure
					or other special causes, necessary measures
					shall be taken to resume the general meeting as
					soon as possible or the general meeting shall be
					terminated directly, and timely announcement
					shall be made. Meanwhile, the convener shall
					report to the Company’s local CSRC agency
					and the stock exchange.
48.	Article 113 Directors shall be elected			or	Article 113 Directors shall be elected or replaced
	replaced at the general meeting. Every term of				at the general meeting. Every term of a director is
	a director	is three (3) years. Upon		the	three (3) years. Upon the expiration of the term, a
	expiration of the term, a director shall			be	director shall be eligible for re-election and re-
	eligible for	re-election and re-appointment,			appointment, and a director may be discharged
	except as otherwise provided in the relevant				from his position at the general meeting before
	laws, regulations, the Articles of Association				expiration of his term of office, except as
	and the listing rules of the stock exchange				otherwise provided in the relevant laws,
	where the Company’s shares are listed.				regulations, the Articles of Association and the
					listing rules of the stock exchange where the
	Subject to the compliance with the relevant				Company’s shares are listed.
	laws and administrative regulations, and			the
	listing rules	of the stock exchange where		the	Subject to the compliance with the relevant laws
	Company’s	shares are listed, the general			and administrative regulations, and the listing
	meeting may by		ordinary resolution remove		rules of the stock exchange where the Company’s
	any director (including the general manager)				shares are listed, the general meeting may by
	before the	expiration of his term of office			ordinary resolution remove any director
	without prejudice to the director’s right			as	(including the general manager) before the
	provided in any contracts to claim for damages				expiration of his term of office without prejudice
	arising from his removal.				to the director’s right as provided in any contracts
					to claim for damages arising from his removal.

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APPENDIX IV

Provisions of Current Articles

Provisions of Amended Articles The written notice of the intention to propose a candidate for election as a director, and the notice of acceptance by such candidate of his willingness to be nominated shall be served to the Company after the issue of the notice of the meeting by the Company at which such election shall be conducted and no less than seven (7) days prior to the date of convening the meeting. The term of the above written notice shall be no less than seven (7) days.

No.

The written notice of the intention to propose a candidate for election as a director, and the notice of acceptance by such candidate of his willingness to be nominated shall be served to the Company after the issue of the notice of the meeting by the Company at which such election shall be conducted and no less than seven (7) days prior to the date of convening the meeting. The term of the above written notice shall be no less than seven (7) days. 49. Article 114 A director may resign before the expiration of his term of service. When a director resigns, he shall submit a written resignation notice to the Board.

Article 114 A director may resign before the expiration of his term of service. When a director resigns, he shall submit a written resignation notice to the Board. The Board shall make the relevant announcement within two (2) days.

When a director resigns or his term of office expires, his obligation of confidentiality in relation to trade secrets of the Company survives the termination of their tenure, until such secrets enter the public domain.

When a director resigns or his term of office expires, his obligation of confidentiality in relation to trade secrets of the Company survives the termination of their tenure, until such secrets enter the public domain.

A director shall duly carry out all handover procedures with the Board on resignation or expiration of term. His fiduciary obligations to the Company and the shareholders shall not, as a matter of course, terminate at the end of his term of office, and shall survive three (3) years after his resignation or expiration of term.

A director shall duly carry out all handover procedures with the Board on resignation or expiration of term. His fiduciary obligations to the Company and the shareholders shall not, as a matter of course, terminate at the end of his term of office, and shall survive three (3) years after his resignation or expiration of term. Article 116 A director who fails to attend in person and entrust other directors as his representative to attend the Board meetings for two consecutive times shall be deemed to have failed to perform his duties, and the Board shall propose to replace such director at the general meeting.

1. Article 116 If any director, without a valid Article 116 A director who fails to attend in reason, fails to attend in person or entrust other person and entrust other directors as his directors as his representative to attend the representative to attend the Board meetings for Board meetings for two consecutive times, two consecutive times shall be deemed to have such director shall be deemed to have failed to failed to perform his duties, and the Board perform his duties, and the Board shall shall propose to replace such director at the propose to replace such director at the general general meeting. meeting. 51. Article 117 The Company shall consist of Article 117 The Company shall consist of independent non-executive directors. Save as independent non-executive directors. Save as stipulated otherwise in this section, the stipulated otherwise in this section, the requirement of a director’s qualification and requirement of a director’s qualification and duties under Chapter 14 of the Articles of duties under Chapter 14 of the Articles of Association is applicable to independent nonAssociation is applicable to independent nonexecutive directors executive directors. The independent directors shall not concurrently hold other positions in the Company other than committee members of the Board.

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APPENDIX IV

	No. Provisions of Current Articles	No. Provisions of Current Articles
	52. Article 118 If the term of office of a director expires but re-election is not made forthwith, or the number of the directors fall below the minimum requirement due to a director’s resignation within his term of office, the resigning director shall continue to carry out his duties in accordance with the laws, administrative regulations and the Articles of Association before the elected director takes office.	Article 118 **commences **
	53. Article 119 The Company shall set up a board of directors. The Board shall consist of 15 directors and independent non-executive directors shall represent at least one-third of the total number of directors. The Board shall consist of one (1) chairman. The chairman shall be elected or dismissed by exceeding half of all directors. Every term of the chairman is three (3) years. Upon the expiration of the term, the chairman and vice chairman shall be eligible for re-election and re-appointment. A director is not required to hold any shares in the Company. The number of chairman or executive directors of the controlling shareholder concurrently holding the office of the chairman or executive directors of the Company shall not exceed two (2).

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles 54. Article 120 The Board shall exercise the Article 120 The Board shall exercise the following functions and powers: following functions and powers: (1) to be responsible for convening general (1) to be responsible for convening general meetings, propose at general meetings to pass meetings, propose at general meetings to pass the the relevant matters and report its work at the relevant matters and report its work at the general general meetings; meetings; (2) to implement resolutions of the general (2) to implement resolutions of the general meetings; meetings; (3) to decide on the Company’s business plans (3) to decide on the Company’s business plans and investment programs; and investment programs; (4) to formulate the annual financial budgets (4) to formulate the annual financial budgets and and final accounts of the Company; final accounts of the Company; (5) to formulate the Company’s profit (5) to formulate the Company’s profit distribution plans and loss recovery plans; distribution plans and loss recovery plans; (6) to formulate proposals for the Company to (6) to formulate proposals for the Company to increase or decrease its registered capital, increase or decrease its registered capital, issue issue corporate bonds or other securities and corporate bonds or other securities and pursue any pursue any listing thereof; listing thereof; (7) to formulate plans for the Company’s (7) to formulate plans for the Company’s substantial acquisitions or disposals and substantial acquisitions or disposals and repurchase of shares of the Company, or repurchase of shares of the Company, or merger, merger, division, dissolution and alteration of division, dissolution and alteration of corporate corporate form of the Company; form of the Company; (8) within the scope authorized by the general (8) within the scope authorized by the general meeting, to decide, among others, the meeting, to decide, among others, the Company’s external investment, purchase and Company’s external investment, purchase and sale of assets, charge of assets, external sale of assets, charge of assets, external guarantees, wealth management entrustment guarantees, wealth management entrustment and and related party transactions; related party transactions; (9) to decide on establishment of internal (9) to decide on establishment of internal management organizations of the Company; management organizations of the Company; (10) to appoint or dismiss general manager and (10) to appoint or dismiss general manager and secretary to the Board, and to decide on their secretary to the Board, and to decide on their remunerations, to appoint or dismiss vice remunerations, to appoint or dismiss vice general general manager(s), the chief financial officer manager(s), the chief financial officer and other and other senior management in accordance senior management in accordance with the with the nominations by general manager, and nominations by general manager, and to decide on to decide on their remunerations and others; their remunerations and others; (11) to decide on the plans such as alteration of (11) to decide on the plans such as alteration of corporate form, division, restructuring or corporate form, division, restructuring or dissolution of the Company’s wholly-owned dissolution of the Company’s wholly-owned subsidiaries and associated companies; subsidiaries and associated companies;

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Current Articles	Provisions of Amended Articles
		(12) to formulate the	basic management	(12) to formulate the basic management
		system of the Company, to determine the		system of the Company, to determine the
		salary, benefits, rewards and punishments		salary, benefits, rewards and punishments
		policies and programs	of the Company’s	policies and programs of the Company’s
		employees;		employees;
		(13) to formulate proposals to amend the		(13) to formulate proposals to amend the Articles
		Articles of Association;		of Association;
		(14) To formulate proposals of the equity		(14) To formulate proposals of the equity
		incentive scheme of the Company;		incentive scheme of the Company;
		(15) To decide on the establishment of the		(15) To decide on the establishment of the
		Company’s sub-branches;		Company’s sub-branches;
		(16) to decide on the establishment of special		(16) to decide on the establishment of special
		committees under the Board and to appoint or		committees under the Board and to appoint or
		remove its person-in-charge;		remove its person-in-charge;
		(17) to propose at the	general meeting the	(17) to propose at the general meeting the
		appointment, re-appointment or dismissal of		appointment, re-appointment or dismissal of the
		the accounting firms which provide audit		accounting firms which provide audit services to
		services to the Company;		the Company;
		(18) to listen to work reports submitted by the		(18) to listen to work reports submitted by the
		general manager and review his work;		general manager and review his work;
		(19) to decide on other major affairs and		(19) to decide on other major affairs and
		administrative matters of	the Company, to sign	administrative matters of the Company, to sign
		other material agreements, save and except for		other material agreements, save and except for
		matters to be approved at	the general meetings	matters to be approved at the general meetings as
		as required by the Company Law and the		required by the Company Law and the Articles
		Articles of Association;		of Association;
		(20) to manage information disclosure of the		(20) to manage information disclosure of the
		Company;		Company;
		(21) other powers and duties authorized by the		(21) other powers and duties authorized by the
		Articles of Association or general meetings;		Articles of Association or general meetings;
		(22) other matters as required by the PRC laws		(22) other matters as required by the PRC laws
		and regulations.		and regulations.
		Except for the Board resolutions in respect of		Except for the Board resolutions in respect of the
		the matters specified in	paragraphs (7), (8),	matters specified in paragraphs (6) and (13)
		(13) and (14) which shall be passed by more		which shall be passed by more than two-thirds of
		than two-thirds of the directors, the Board		the directors, the Board resolutions in respect of
		resolutions in respect of	all other matters set	all other matters set out in the preceding
		out in the preceding paragraph may be passed		paragraph may be passed by more than half of the
		by more than half of the	directors.	directors.

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APPENDIX IV

	No.	**Provisions **	**Provisions **	**of Current **	**of Current **	**of Current **	Articles	Articles					Provisions of Amended Articles
		The	Board may		establish			certain		special			The Board may establish certain special
		committees		such as	a	strategic committee, an							committees such as a strategic committee, an
		audit	committee,			a	remuneration					and	audit committee, a remuneration and assessment
		assessment		committee			and	a	nomination				committee and a nomination committee as
		committee as needed,				to assist the Board to							needed, to assist the Board to exercise its duties
		exercise its duties			and powers				or	provide			and powers or provide advice or consultation for
		advice or consultation				for the		Board in respect					the Board in respect of its decisions under the
		of its	decisions under				the leadership of					the	leadership of the Board. The composition of and
		Board. The		composition of and					the	rules of			the rules of procedures for such committees shall
		procedures		for such			committees shall					be	be decided by the Board separately. The special
		decided by		the Board		separately.							committees shall be responsible to the Board,
													and perform their duties according to the
													Articles of Association and the authorization
													granted by the Board. The proposals shall be
													submitted to the Board for consideration and
													approval. All members of the special
													committees are composed of directors, among
													which the number of independent directors
													shall be the majority of the audit committee,
													nomination committee and remuneration and
													assessment committee, and they shall act as the
													chairman of the committees. The chairman of
													the audit committee shall be an accounting
													professional.
													The Board shall provide explanation for non-
													standard audit opinions on the financial
													reports of the Company given by certified
													public accountants at the general meeting.

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Amended Articles
	55.	Article 123 The powers of the Board in respect	Article 123 The powers of the Board in respect of
		of external investment, acquisition and	external investment, acquisition and disposal of
		disposal of assets, charge of assets, external	assets, charge of assets, external guarantees,
		guarantees, wealth management entrustment	wealth management entrustment and related party
		and related party transactions include:	transactions include:
		(1) to consider and approve the external	(1) The total assets involved in the transaction
		investment (including wealth management	(the greater one will prevail in case of both
		entrustment), acquisition and disposal of	book value and assessed value are available)
		assets and other matters with an amount less	amounts to more than 10% of the latest audited
		than 30% of the latest audited total assets of	total assets of the Company;
		the Company but more than 10% of the latest	(2) The transaction amount amounts to more
		audited total assets of the Company, when	than 10% of the Company’s market value;
		aggregated with the amount incurred in the	(3) The net assets of the subject matter of the
		preceding one year;	transaction (such as equity rights) amounts to
		(2) to consider and approve the total amount of	more than 10% of the Company’s market
		external guarantees provided by the Company	value;
		and its wholly-owned subsidiaries, not	(4) The operation revenue of the subject matter
		exceeding 50% of the latest audited net assets	of the transaction (such as equity rights) in the
		of the Company, with the amount of	latest accounting year amounts to more than
		guarantees in 12 consecutive months not	10% of the audited operation revenue of the
		exceeding 30% of the latest audited total assets	Company in the latest accounting year, and
		of the Company;	exceeds RMB10 million;
		(3) to consider and approve the guarantee in a	(5) The profit from the transaction amounts to
		single amount not exceeding 10% of the latest	more than 10% of the audited net profit in the
		audited net assets of the Company;	latest accounting year of the Company and
		(4) to consider and approve the related party	exceeds RMB1 million;
		transactions with an amount not exceeding 5%	(6) The net profit in connection with the
		of the latest audited net assets, profit, gains or	subject matter of the transaction (such as
		market value of the Company and less than	equity rights) in the latest accounting year
		RMB5 million.	amount to more than 10% of the audited net
			profit in the latest accounting year of the
		The Board is authorized at the general meeting	Company and exceeds RMB1 million.
		to consider and approve the above matters	The net profit index in the above criteria can
		within the scope of authority. The matters	be exempted from application before the
		exceeding the scope of authority shall be	Company realizes profits.
		submitted at the general meeting for
		consideration and approval.

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APPENDIX IV

No.	Provisions of Current Articles	Provisions of Current Articles	Provisions of Amended Articles
			The Board is authorized at the general meeting to
			consider and approve the above matters within the
			scope of authority. The matters exceeding the
			scope of authority shall be submitted at the
			general meeting for consideration and approval.
			Where the Company violates the power of
			approval or procedures of consideration in
			relation to external guarantee, shareholders
			and supervisors shall have the right to demand
			the relevant responsible persons to bear their
			legal responsibility.
			The Board shall clarify authorities with respect
			to external investment, acquisition and sale of
			assets, charge of assets, external guarantee,
			wealth management entrustment and related
			transaction, and establish strict examination
			and decision-making procedures. Major
			investment projects shall be assessed by
			relevant experts and professionals and
			submitted at the general meeting for
			consideration and approval.
			Where the Board of the Company may,
			according to the principle of prudent
			authorization, authorize the chairman to
			exercise part of the functions and powers of the
			Board during its closing period, the
			authorization shall be clear and specific and in
			the form of writing. Major matters of the
			Company as stipulated in the Company Law
			and other relevant laws, administrative
			regulations, departmental rules or the Articles
			of Association shall be decided by the Board
			collectively, and the statutory functions and
			powers of the Board shall not be exercised by
			the chairman or general manager.
56.	Article 124 The	chairman of the Board shall	Article 124 The chairman of the Board shall
	exercise the following functions and powers:		exercise the following functions and powers:
	(1) to preside over general meetings and to		(1) to preside over general meetings and to
	convene and preside over Board meetings;		convene and preside over Board meetings;
	(2) to check the implementation of resolutions		(2) to check the implementation of resolutions of
	of the Board;		the Board;
	(3) to sign securities issued by the Company;		(3) to sign securities issued by the Company;

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles (4) to establish the systems necessary for the (4) to establish the systems necessary for the operation of the Board, and coordinate its operation of the Board, and coordinate its operation; operation; (5) to ensure the Company formulates sound (5) to ensure the Company formulates sound corporate governance practices and corporate governance practices and procedures; procedures; (6) to represent the Company in signing important (6) to represent the Company in signing legally binding documents with third parties; important legally binding documents with (7) to decide on matters concerning external third parties; investment that do not meet the standards set (7) to put forward a name list of the proposed forth in Article 123 of these Articles of candidates for the Company’s vice chairman, Association; general manager and secretary to the Board; (8) to put forward a name list of the proposed (8) to supervise and check on the work of candidates for the Company’s vice chairman, special committees; general manager and secretary to the Board; (9) to listen to regular and non-regular work (9) to supervise and check on the work of special reports from the Company’s senior committees; management, and to provide the Board with (10) to listen to regular and non-regular work steering comments on the implementation of reports from the Company’s senior management, Board resolutions; and to provide the Board with steering comments (10) to at least annually hold one meeting with on the implementation of Board resolutions; the non-executive directors (including (11) to at least annually hold one meeting with the independent non-executive directors) without non-executive directors (including independent the executive director present; non-executive directors) without the executive (11) in an emergency situation where the director present; occurrence of force majeure and major (12) in an emergency situation where the emergency events and the Board is unable to occurrence of force majeure and major emergency convene a meeting in due course, to exercise a events and the Board is unable to convene a special right to deal with the Company’s meeting in due course, to exercise a special right affairs in compliance with the laws and in the to deal with the Company’s affairs in compliance Company’s interests, and to report the same to with the laws and in the Company’s interests, and the Board thereafter; to report the same to the Board thereafter; (12) other functions and powers conferred by (13) other functions and powers conferred by the the laws and regulations, the Hong Kong laws and regulations, the Listing Rules of Sci- Listing Rules, the Articles of Association or Tech Innovation Board, the Hong Kong Listing the Board resolutions. Rules, the Articles of Association or the Board resolutions.

When the chairman is unable to perform his duties, the vice chairman (if any) shall perform such duties. When the vice chairman (if any) is also unable to perform his duties, a director shall be elected jointly by more than half of the directors to perform such duties.

The Board may, if necessary, authorize the chairman to perform part of the duties of the Board when it is in recess.

The vice chairman (if any) shall assist the chairman. When the chairman is unable to perform his duties, the vice chairman (if any) shall perform such duties. When the vice chairman (if any) is also unable to perform his duties, a director shall be elected jointly by more than half of the directors to perform such duties.

The Board may, if necessary, authorize the chairman to perform part of the duties of the Board when it is in recess.

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Amended Articles	Provisions of Amended Articles	Provisions of Amended Articles
	57.	Article 125 Meetings of the Board shall be	Article 125 Meetings		of the Board shall be held at
		held at least two (2) times a year. Meetings	least two (2) times		a year. Meetings shall be
		shall be convened by the chairman of the	convened by	the chairman of the Board.
		Board and notices in writing shall be
		dispatched to all directors and supervisors 10
		days before the date of such meetings.
		The chairman shall convene an extraordinary
		meeting within 10 days after receiving the
		proposal under the following circumstances:
		(1) proposed by shareholders representing at
		least one tenth of the voting right;
		(2) proposed jointly by at least one-third of the
		directors;
		(3) proposed by at least two independent
		non-executive directors;
		(4) proposed by the Board of Supervisors;
		(5) proposed by the general manager in case of
		emergency.
		The chairman may decide to convene an
		extraordinary meeting if it is necessary as
		deemed by the chairman
	58.	Article 129 The Board meetings shall be held	Article 129 The Board meetings shall be held only
		only if more than half of the directors are	if more than half of		the directors are present.
		present.
			Each director	shall have one vote. Exceeding half
		Each director shall have one vote. Exceeding	of the votes of all directors is required for passing
		half of the votes of all directors is required for	of a Board	resolution, except as otherwise
		passing of a Board resolution, except as	provided in the laws, administrative regulations
		otherwise provided in the laws, administrative	and the Articles of Association.
		regulations and the Articles of Association.
			Where the number of votes cast for and against a
		Where the number of votes cast for and against	resolution is	equal,	the chairman shall have a
		a resolution is equal, the chairman shall have a	casting vote.
		casting vote.

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APPENDIX IV

No. Provisions of Current Articles

When a director and an enterprise involved in a resolution at a Board meeting have a related party relationship, such director shall not exercise his voting rights on such resolution or exercise any voting rights on behalf of other directors. The meeting may be held if more than a half of the unrelated directors present at the meeting. The resolutions of the Board meeting shall be passed by more than a half of the unrelated directors. If less than three (3) unrelated directors attend the Board meeting, such matter shall be put forward to the general meeting of the Company for consideration and approval.

Provisions of Amended Articles When a director and an enterprise involved in a resolution at a Board meeting have a related party relationship, such director shall not exercise his voting rights on such resolution or exercise any voting rights on behalf of other directors. The meeting may be held if more than a half of the unrelated directors present at the meeting. The resolutions of the Board meeting shall be passed by more than a half of the unrelated directors. If less than three (3) unrelated directors attend the Board meeting, such matter shall be put forward to the general meeting of the Company for consideration and approval.

Subject to such exceptions stipulated in the Subject to such exceptions stipulated in the Listing Rules of Sci-Tech Innovation Board Hong Kong Listing Rules or approved by the and the Hong Kong Listing Rules or approved by Hong Kong Stock Exchange, a director shall the Hong Kong Stock Exchange, a director shall not vote on any Board resolution approving not vote on any Board resolution approving any any contract or arrangement or any other contract or arrangement or any other proposal in proposal in which he or any of his close which he or any of his close associates (as defined associates (as defined in the Hong Kong in the Hong Kong Listing Rules) has a material Listing Rules) has a material interest nor shall interest nor shall he be counted in the quorum he be counted in the quorum present at the present at the meeting. meeting. 59. Article 130 Votes at Board meetings shall be Article 130 Votes at Board meetings shall be conducted by disclosed ballot. conducted by disclosed ballot. Extraordinary meetings of the Board may be held by means of communication Voting by poll shall be adopted at a general including fax to make resolutions provided meeting held by means of communication such that directors can fully express their views, as video, telephone and email, and directors and directors attending the meetings shall attending the meeting shall submit the signed sign on the resolutions. original votes to the Board within the valid period as stated in the notice of the meeting; voting through facsimile shall be adopted at a general meeting held by means of facsimile, and directors who vote after the meeting shall also submit the signed original votes to the Board within the period as stated in the notice of meeting.

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APPENDIX IV

	No. Provisions of Current Articles	Provisions of Amended Articles
		Extraordinary meetings of the Board resolutions without convening a
	60. Article 131 The Board meeting shall be attended by the directors in person. If a director cannot attend a meeting for any reason, he may entrust in writing another director with attending the meeting on his behalf. The instrument of entrustment shall specify the scope of authority. A director who attends a meeting on behalf of another director shall exercise the rights of a director within the scope of authority granted. If a director fails to attend a Board meeting and has not appointed a representative to attend on his behalf, he shall be deemed to have waived his voting rights in respect of that meeting.

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles 61. Article 132 All directors shall be notified of all Article 132 All directors shall be notified of all material matters to be resolved at the Board material matters to be resolved at the Board meeting at the time required by the Articles of meeting at the time required by the Articles of Association and be provided with sufficient Association and be provided with sufficient information strictly in accordance with the information strictly in accordance with the procedures as stipulated. Directors may procedures as stipulated. Directors may request request supplementary information. When at supplementary information. When at least oneleast one-fourth of directors or at least two fourth of directors or at least two independent independent non-executive directors consider non-executive directors consider the information the information provided is not sufficient or provided is incomplete, the argument is not where an informed judgment cannot be made sufficient or where an informed judgment cannot due to other reasons, they may jointly propose be made due to other reasons, they may jointly to postpone the Board meeting or to postpone propose to postpone the Board meeting or to the discussion of certain matters. The Board postpone the discussion of certain matters. The shall accept such proposal. Board shall accept such proposal and the Company shall timely disclose relevant Resolutions in respect of related party information . transactions of the Company made by the Board shall be subject to the signature of the Resolutions in respect of related party independent non-executive directors. transactions of the Company made by the Board shall be subject to the signature of the independent non-executive directors.

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PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles 62. Article 134 The Board shall keep minutes of Article 134 The Board shall keep minutes of resolutions on matters discussed at the resolutions on matters discussed at the meeting. meeting. The minutes of each Board meeting The minutes of each Board meeting shall be shall be provided to all directors for review as provided to all directors for review as soon as soon as possible. Those directors who wish to possible. Those directors who wish to make make amendments and supplements on the amendments and supplements on the minutes minutes shall report their written opinions on shall report their written opinions on the the amendments to the chairman within a week amendments to the chairman within a week after after the receipt of such minutes. After the the receipt of such minutes. After the minutes are minutes are finalized, the minutes shall be finalized, the minutes shall be signed by the signed by the directors present at the meeting directors present at the meeting , the secretary to and by the person who recorded the minutes. the Board and by the person who recorded the The minutes of the Board meetings shall be minutes. The minutes of the Board meetings shall kept in the domicile of the Company in the be kept in the domicile of the Company in the PRC for record, and the complete copies shall PRC for record, and the complete copies shall be be delivered to each director as soon as delivered to each director as soon as possible. possible. Directors shall be responsible for the Directors shall be responsible for the resolutions resolutions of the Board. of the Board. In the event that any resolution of the Board is In the event that any resolution of the Board is in in violation of the laws, administrative violation of the laws, administrative regulations, regulations or the Articles of Association, the Articles of Association , or resolutions of the which causes severe loss for the Company, general meeting , which causes severe loss for the those directors voting for such resolution shall Company, those directors voting for such be held liable for such losses. However, where resolution shall be held liable for such losses. any director has been proved to have expressed However, where any director has been proved to dissenting opinions on the voting on such have expressed dissenting opinions on the voting resolution which has been recorded in the on such resolution which has been recorded in the minutes, such director may be exempted from minutes, such director may be exempted from such liability. such liability. 63. Article 135 The minutes of Board meetings Article 135 The minutes of Board meetings shall shall be kept as the files of the Company by the be kept as the files of the Company by the secretary to the Board for at least 10 years. secretary to the Board for at least 10 years. The minutes of the Board meeting shall include the following: (1) the date and place of the meeting convened, and the name of the convener;

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles (2) name of directors present in person and name of directors attending the Board meeting entrusted by another director (proxy); (3) agenda of the meeting; (4) key points of directors’ speech; (5) voting manner and results of each matter under resolution (the voting result shall state the number of votes for, against and abstained); (6) other matters that the directors attending the meeting deem necessary. If the resolution of the Board involves matters that shall be disclosed, the Company shall state in the announcement the review process by the Board of relevant matters; if a director objects to or waives his or her rights, the reasons for such objection or waiver shall be disclosed . 64. Article 137 The secretary to the Board of the Article 137 The secretary to the Board of the Company shall be a natural person with the Company shall be a natural person with the requisite professional knowledge and requisite professional knowledge and experience experience and shall be nominated by the and shall be nominated by the chairman and chairman and appointed or dismissed by the appointed or dismissed by the Board. The Board. The primary responsibilities of the Company shall have sufficient reasons for secretary to the Board include: dismissing the secretary to the Board, and shall (1) to ensure the Company has complete not dismiss him or her without cause. The organizations documents and records; to keep primary responsibilities of the secretary to the and manage shareholders’ information; to Board include: assist the directors in addressing the routine (1) to ensure the Company has complete tasks of the Board, to keep the directors organizations documents and records; to keep and informed and alerted about any regulations, manage shareholders’ information; to assist the policies and other requirements of domestic directors in addressing the routine tasks of the and foreign regulators concerning operations Board, to keep the directors informed and alerted of the Company and to ensure they understand about any regulations, policies and other the above matters, to assist the directors and requirements of domestic and foreign regulators the general manager observe domestic and concerning operations of the Company and to foreign laws and regulations as well as the ensure they understand the above matters, to Articles of Association and other relevant assist the directors and the general manager regulations in a proper manner when observe domestic and foreign laws and performing their duties and powers; regulations as well as the Articles of Association and other relevant regulations in a proper manner when performing their duties and powers;

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APPENDIX IV

No. Provisions of Current Articles

(2) to ensure the Company to prepare and submit all reports and documents to the competent authorities as required by the laws; (3) to organize and arrange for the Board meetings and general meetings, to prepare meeting materials, to handle relevant meeting affairs, to be responsible for keeping minutes of the meetings and to ensure their accuracy, to keep meeting documents and minutes and to take initiative to keep abreast of the implementation of relevant resolutions. Any important issues occurring during the implementation shall be reported to the Board with suggestions proposed;

(4) to ensure the material matters resolved by the Board of the Company to be carried out strictly in accordance with the procedures as stipulated. According to the requirements of the Board, to participate in the consultation and analysis of the matters to be considered by the Board and to offer relevant opinions and suggestions. To handle the day-to-day tasks of the Board and its committees as authorized; (5) as the contact person between the Company and the securities regulatory authorities, to be responsible for preparation and timely submission of the documents as required to the regulatory authorities, and to accept any task from the regulatory authorities and organize the implementation thereof; (6) to be responsible for coordinating and organizing information disclosure of the Company, to establish and improve the information disclosure system, to participate in all meetings of the Company involving information disclosure, and to keep informed of the material operational decisions and relevant information of the Company in a timely manner;

Provisions of Amended Articles

(2) to ensure the Company to prepare and submit all reports and documents to the competent authorities as required by the laws; (3) to organize and arrange for the Board meetings and general meetings, to prepare meeting materials, to handle relevant meeting affairs, to be responsible for keeping minutes of the meetings and to ensure their accuracy, to keep meeting documents and minutes and to take initiative to keep abreast of the implementation of relevant resolutions. Any important issues occurring during the implementation shall be reported to the Board with suggestions proposed; (4) to ensure the material matters resolved by the Board of the Company to be carried out strictly in accordance with the procedures as stipulated. According to the requirements of the Board, to participate in the consultation and analysis of the matters to be considered by the Board and to offer relevant opinions and suggestions. To handle the day-to-day tasks of the Board and its committees as authorized; (5) as the contact person between the Company and the securities regulatory authorities, to be responsible for preparation and timely submission of the documents as required to the regulatory authorities, and to accept any task from the regulatory authorities and organize the implementation thereof; (6) to be responsible for coordinating and organizing information disclosure of the Company, to establish and improve the information disclosure system, to participate in all meetings of the Company involving information disclosure, and to keep informed of the material operational decisions and relevant information of the Company in a timely manner;

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APPENDIX IV

No.

Provisions of Current Articles

(7) to be responsible for keeping pricesensitive information of the Company confidential and to work out effective and practical confidentiality systems and measures. Where there is any leakage of pricesensitive information of the Company due to any reason, to take necessary remedial measures; to make timely explanation and clarification, and to notify the stock exchange where the Company’s shares are listed and the CSRC;

(8) to be responsible for coordinating reception of visitors, to keep in touch with news media, to be responsible for coordinating replies to inquiries from the public, to handle the relations with intermediary agencies, regulatory authorities and media, and to report to the CSRC; (9) to ensure the proper establishment of the register of members of the Company, and to ensure timely access to the relevant records and documents by the individuals who are entitled to access such information;

(10) to assist directors and the general manager in duly complying with the domestic and foreign laws, regulations, the Articles of Association and other requirements in the course of discharging their duties, and upon becoming aware that the Company has passed or may pass resolutions which are in breach of the relevant regulations, to be obliged to remind the Board in a timely manner, and to be entitled to report such matter to the CSRC and other regulatory authorities;

(11) to coordinate the provision of the information necessary for the Board of Supervisors of the Company and other audit agencies to discharge their supervision duties, and to assist in carrying out investigations on the performance of the financial controller, directors and the general manager of the Company of their fiduciary duties;

(12) to perform other duties and powers as conferred by the Board, as well as other duties and powers as required by the stock exchange where the Company’s shares are listed.

Provisions of Amended Articles

(7) to be responsible for keeping price-sensitive information of the Company confidential and to work out effective and practical confidentiality systems and measures. Where there is any leakage of price-sensitive information of the Company due to any reason, to take necessary remedial measures; to make timely explanation and clarification, and to notify the stock exchange where the Company’s shares are listed and the CSRC;

(8) to be responsible for coordinating reception of visitors, to keep in touch with news media, to be responsible for coordinating replies to inquiries from the public, to handle the relations with intermediary agencies, regulatory authorities and media, and to report to the CSRC;

(9) to ensure the proper establishment of the register of members of the Company, and to ensure timely access to the relevant records and documents by the individuals who are entitled to access such information;

(10) to assist directors and the general manager in duly complying with the domestic and foreign laws, regulations, the Articles of Association and other requirements in the course of discharging their duties, and upon becoming aware that the Company has passed or may pass resolutions which are in breach of the relevant regulations, to be obliged to remind the Board in a timely manner, and to be entitled to report such matter to the CSRC and other regulatory authorities; (11) to coordinate the provision of the information necessary for the Board of Supervisors of the Company and other audit agencies to discharge their supervision duties, and to assist in carrying out investigations on the performance of the financial controller, directors and the general manager of the Company of their fiduciary duties;

(12) to perform other duties and powers as conferred by the Board, as well as other duties and powers as required by the stock exchange where the Company’s shares are listed.

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APPENDIX IV

	No.	Provisions of Current Articles			Provisions of Amended Articles
	65.	Article 138 The directors or	other senior		Article 138 The directors or other senior
		management of the Company may also serve			management of the Company may also serve as
		as the secretary to the Board of	the Company.		the secretary to the Board of the Company.
		However, the accountants in the accounting			However, the accountants in the accounting firms
		firms engaged by the Company		and the	engaged by the Company and the management of
		management of the controlling shareholder			the controlling shareholder shall not concurrently
		shall not concurrently serve as the secretary to			serve as the secretary to the Board of the
		the Board of the Company.			Company.
		In the event that a director concurrently serves			In the event that a director concurrently serves as
		as the secretary to the Board of	the Company,		the secretary to the Board of the Company, and if
		and if an act concerned shall be	conducted by		an act concerned shall be conducted by the
		the director and the secretary to the Board of			director and the secretary to the Board of the
		the Company separately,	such	person	Company separately, such person concurrently
		concurrently serving as a director		and the	serving as a director and the secretary to the
		secretary to the Board of the Company shall			Board of the Company shall not conduct such act
		not conduct such act in double roles.			in double roles.
					In the vacancy period of the secretary to the
					Board, the listed company shall promptly
					appoint a director or senior management to
					perform duties of the secretary to the Board on
					his behalf. If the vacancy period exceeds three
					(3) months, the legal representative of the
					Company shall perform duties of the secretary
					to the Board on his behalf.
					The Company shall set up a securities affairs
					representative to assist the secretary to the
					Board in performing his or her duties. When
					the secretary to the Board is unable to perform
					his or her duties or is authorized by the
					secretary to the Board, securities affairs
					representative shall perform such duties on his
					or her behalf.

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APPENDIX IV

No.	**Provisions of **	**Provisions of **	Current Articles	Current Articles	Current Articles			Provisions of Amended Articles
66.	Article 139 The Company has one (1) general							Article 139 The Company has one (1) general
	manager who		shall be appointed or dismissed					manager who shall be appointed or dismissed by
	by the Board,		and a certain number of				vice	the Board, and a certain number of vice general
	general managers, who shall be					nominated by		managers, who shall be nominated by the general
	the	general	manager		and appointed or			manager and appointed or dismissed by the
	dismissed by		the Board. A			director	may	Board. The term of office is three years, from
	concurrently serve as the general manager,							the date of passing of the resolution by the
	vice	general		manger	or	other senior		Board to the date of expiry of the current term
	management.							of the Board, and shall be eligible to renewal
								and re-appointment. A director may
								concurrently serve as the general manager, vice
								general manger or other senior management, but
								the number of directors serving as manager or
								other senior management concurrently and the
								staff representative directors shall not be more
								than one half of total number of directors.
								The Company shall sign employment contracts
								with the senior management to specify the
								rights and obligations of both parties. The
								employment and dismissal of senior
								management shall comply with legal
								procedures, and be disclosed in time.
								Persons serving administrative posts other
								than directors and supervisors at the
								Company’s controlling shareholder unit are
								not allowed to serve as senior management of
								the Company.
								The general manager shall formulate working
								rules of the general manager and submit them
								to the Board for approval and implementation.
								The working rules of the general manager shall
								include the following contents:
								(1) conditions and procedures of convening
								general manager meetings as well as the
								participants;
								(2) specific obligations and division of work of
								the general manager and other senior
								management;
								(3) authorities with respect to the utilization of
								the Company’s funds or assets and the
								execution of major contracts, systems on
								reporting to the Board and the Board of
								Supervisors;
								(4) other matters deemed necessary by the
								Board.

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APPENDIX IV

No.	Provisions of Current Articles	Provisions of Amended Articles
67.	Article 140 The general manager shall be	Article 140 The general manager shall be
	accountable to the Board and exercise the	accountable to the Board and exercise the
	following functions and powers:	following functions and powers:
	(1) to be in charge of the Company’s	(1) to be in charge of the Company’s production,
	production, operation and management, and to	operation and management, and to report the same
	report the same to the Board;	to the Board;
	(2) to organize the implementation of the	(2) to organize the implementation of the
	resolutions of the Board;	resolutions of the Board;
	(3) to organize the implementation of the	(3) to organize the implementation of the
	Company’s annual business plans and	Company’s annual business plans and investment
	investment plans;	plans;
	(4) to formulate the annual financial budgets	(4) to formulate the annual financial budgets and
	and final accounts of the Company, and to	final accounts of the Company, and to make
	make recommendations to the Board;	recommendations to the Board;
	(5) to formulate the plans such as alteration of	(5) to formulate the plans such as alteration of
	corporate form, division, restructuring or	corporate form, division, restructuring or
	dissolution of the Company’s wholly-owned	dissolution of the Company’s wholly-owned
	subsidiaries and associated companies;	subsidiaries and associated companies;
	(6) to formulate the plans for the establishment	(6) to formulate the plans for the establishment of
	of the Company’s internal management	the Company’s internal management structure;
	structure;	(7) to formulate the plans for the establishment of
	(7) to formulate the plans for the establishment	the Company’s sub-branches;
	of the Company’s sub-branches;	(8) to draft the Company’s basic management
	(8) to draft the Company’s basic management	system;
	system;	(9) to formulate specific rules and regulations for
	(9) to formulate specific rules and regulations	the Company;
	for the Company;	(10) to propose the appointment or dismissal of
	(10) to propose the appointment or dismissal	the Company’s vice general manager(s) and the
	of the Company’s vice general manager(s) and	chief financial officer and other senior
	the chief financial officer;	management members;
	(11) to appoint or dismiss management	(11) to appoint or dismiss management personnel
	personnel other than those required to be	other than those required to be appointed or
	appointed or dismissed by the Board;	dismissed by the Board;
	(12) to formulate the plans for the salary,	(12) to formulate the plans for the salary, benefits,
	benefits, rewards and punishments of the	rewards and punishments of the Company’s
	Company’s employees, and to determine the	employees, and to determine the employment and
	employment and dismissal of the Company’s	dismissal of the Company’s employees;
	employees;	(13) to propose the convening of an extraordinary
	(13) to propose the convening of an	Board meeting in case of emergency;
	extraordinary Board meeting in case of
	emergency;

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles (14) to determine the plans for the (14) to determine the plans for the establishment establishment of the sub-branches of the of the sub-branches of the Company’s whollyCompany’s wholly-owned subsidiaries and owned subsidiaries and associated companies; associated companies; (15) to determine matters including investment, (15) to determine matters including financing, contracts and transactions of the investment, financing, contracts and Company within the scope authorized by the transactions of the Company within the scope Board; authorized by the Board; (16) such other functions and powers conferred by (16) such other functions and powers the Articles of Association and the Board. conferred by the Articles of Association and the Board. The vice general manager and other senior management members shall assist the general The vice general manager shall assist the manager in his work, and may exercise certain general manager in his work, and may exercise functions and powers of the general manager as certain functions and powers of the general delegated by the general manager with specific manager as delegated by the general manager. work assignments to be decided by the general manager and filed with the Board 68. Article 150 The Board of Supervisors shall be Article 150 The Board of Supervisors shall be accountable to the general meeting and accountable to the general meeting and exercise exercise the following functions and powers: the following functions and powers: (1) to examine the Company’s financial (1) to examine the Company’s financial position; position; (2) to supervise the performance by the directors (2) to supervise the performance by the and senior management when discharging their directors and senior management when duties to the Company, to supervise any act in discharging their duties to the Company, to violation of the laws, administrative regulations supervise any act in violation of the laws, and the Articles of Association, and to propose to administrative regulations and the Articles of remove the directors or senior management who Association, and to propose to remove the violate the laws, administrative regulations, the directors or senior management who violate Articles of Association or resolutions of general the laws, administrative regulations, the meetings. The Board of Supervisors of the Articles of Association or resolutions of Company shall notify the Board or report to general meetings; the general meeting, and make timely (3) to demand rectification from the directors disclosure, if it discovers that the directors or or senior management when the acts of such senior management has violated the laws and persons are harmful to the Company’s interest; regulations and the Articles of Association; (4) to verify the financial information such as (3) to demand rectification from the directors or financial reports, business reports and profit senior management when the acts of such persons distribution plans to be submitted by the Board are harmful to the Company’s interest; at the general meetings and, should any (4) to verify the financial information such as queries arise, to engage, in the name of the financial reports, business reports and profit Company, certified public accountants and distribution plans to be submitted by the Board at practicing auditors for a re-examination of the the general meetings and, should any queries aforesaid information. arise, to engage, in the name of the Company, certified public accountants and practicing auditors for a re-examination of the aforesaid information.

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles (5) to propose to convene an extraordinary (5) to propose to convene an extraordinary general meeting and to convene and preside general meeting and to convene and preside over over a general meeting when the Board fails to a general meeting when the Board fails to perform perform the duties of convening and presiding the duties of convening and presiding over the over the general meeting under the Company general meeting under the Company Law; Law; (6) to submit proposals to the general meetings; (6) to submit proposals to the general (7) to propose the convening of extraordinary meetings; meetings of the Board; (7) to propose the convening of extraordinary (8) to represent the Company in negotiating with meetings of the Board; or in bringing legal actions against the directors (8) to represent the Company in negotiating and senior management according to the relevant with or in bringing legal actions against the provisions under the Company Law; directors and senior management according to (9) to review and audit the Company’s regular the relevant provisions under the Company report prepared by the Board and propose Law; written review and audit opinions; (9) such other functions and powers as (10) such other functions and powers as prescribed by the laws, administrative prescribed by the laws, administrative regulations regulations and the Articles of Association. and the Articles of Association. Supervisors shall attend meetings of the Supervisors shall attend meetings of the Board, Board. and shall raise enquiries or make suggestions on the matters to be resolved by the Board . 69. Article 151 The Board of Supervisors shall Article 151 The Board of Supervisors shall convene at least one meeting every six months, convene at least one meeting every six months, which shall be convened by the chairman of which shall be convened by the chairman of the the Board of Supervisors. All supervisors shall Board of Supervisors. All supervisors shall be be notified by fax, post, mail or other means notified by fax, post, mail or other means 10 days 10 days before the meeting. As approved by all before the regular meeting. As approved by all supervisors, the requirement of notice period supervisors, the requirement of notice period for a for a regular meeting of the Board of regular meeting of the Board of Supervisors can Supervisors can be exempted. be exempted.

If the chairman of the Board of Supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than one half of the supervisors shall convene and preside over the meeting.

If the chairman of the Board of Supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than one half of the supervisors shall convene and preside over the meeting.

A supervisor may propose to convene an extraordinary meeting of the Board of Supervisors. All supervisors shall be notified by fax, post, mail or other means 5 days before the meeting. As approved by all supervisors, the requirement of notice period for an extraordinary meeting of the Board of Supervisors can be exempted.

A supervisor may propose to convene an extraordinary meeting of the Board of Supervisors. All supervisors shall be notified by fax, post, mail or other means 5 days before the meeting. As approved by all supervisors, the requirement of notice period for an extraordinary meeting of the Board of Supervisors can be exempted. Resolutions of the Board of Supervisors shall be passed by more than half of the supervisors.

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles 70. Article 154 The method for discussion at the Article 154 The method for discussion at the meetings of the Board of Supervisors: Each meetings of the Board of Supervisors: Each supervisor shall have one vote only and the supervisor shall have one vote only and the resolutions shall be passed by open or written resolutions shall be passed by open or written ballot. ballot. The procedures for voting: A supervisor may The procedures for voting: A supervisor may cast cast an affirmative, an opposing or an an affirmative, an opposing or an abstention vote. abstention vote. Each attending supervisor Each attending supervisor shall indicate his shall indicate his intention by choosing one of intention by choosing one of the above. The the above. The chairman of the meeting shall chairman of the meeting shall request any request any supervisor who fails to choose any supervisor who fails to choose any of the above or of the above or has chosen two or more of the has chosen two or more of the above to vote above to vote again, and such supervisor shall again, and such supervisor shall be regarded as be regarded as having abstained from voting if having abstained from voting if he refuses to vote he refuses to vote again. Any supervisor who again. Any supervisor who leaves the meeting and leaves the meeting and does not return and has does not return and has not voted by choosing any not voted by choosing any of the above shall of the above shall be regarded as having abstained be regarded as having abstained from voting. from voting. The resolutions of the Board of Supervisors The resolutions of the Board of Supervisors shall shall be passed by over two-third (inclusive) of be passed by over two-third (inclusive) of the the members of the Board of Supervisors by members of the Board of Supervisors by voting. voting. The Board of Supervisors shall record all The Board of Supervisors shall record all decisions on matters discussed in the minutes, decisions on matters discussed in the minutes, which shall be signed by the supervisors present which shall be signed by the supervisors at the meeting. The supervisors shall be entitled to present at the meeting. The supervisors shall make particular illustrative statements regarding be entitled to make particular illustrative their opinions expressed at the meeting recorded statements regarding their opinions expressed in the minutes. at the meeting recorded in the minutes. The Company shall disclose the announcement The minutes of the meetings of the Board of on the resolutions of the Board of Supervisors; Supervisors shall be kept at the domicile of the if the supervisor objects or waives his or her Company and be kept for the Company’s rights, the reason for such objection or waiver record for a term of at least 10 years. shall be disclosed. The minutes of the meetings of the Board of Supervisors shall be kept at the domicile of the Company and be kept for the Company’s record for a term of at least 10 years.

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APPENDIX IV

No. Provisions of Current Articles Provisions of Amended Articles 71. Article 157 A person may not serve as a Article 157 A person may not serve as a director, director, supervisor, general manager, or any supervisor, general manager, or any other senior other senior management member of the management member of the Company if any of Company if any of the following the following circumstances applies: circumstances applies: (1) a person without civil capacity or with (1) a person without civil capacity or with restricted civil capacity; restricted civil capacity; (2) a person who has committed an offence of (2) a person who has committed an offence of corruption, bribery, embezzlement of property, corruption, bribery, embezzlement of property, misappropriation of property or disruption of the misappropriation of property or disruption of socialist economic order and has been punished the socialist economic order and has been because of committing such offence; or who has punished because of committing such offence; been deprived of his political rights on or who has been deprived of his political rights committing an offence, in each case where less on committing an offence, in each case where than five (5) years have elapsed since the date of less than five (5) years have elapsed since the the enforcement of such punishment or date of the enforcement of such punishment or deprivation; deprivation; (3) a person who is a former director, factory (3) a person who is a former director, factory manager or manager of a company or enterprise manager or manager of a company or which has entered into insolvent liquidation and enterprise which has entered into insolvent he is personally liable for the insolvency of such liquidation and he is personally liable for the company or enterprise, where less than three (3) insolvency of such company or enterprise, years have elapsed since the date of the where less than three (3) years have elapsed completion of the insolvency and liquidation of since the date of the completion of the the company or enterprise; insolvency and liquidation of the company or (4) a person who is a former legal representative enterprise; of a company or enterprise which had its business (4) a person who is a former legal license revoked and ordered for closure due to a representative of a company or enterprise violation of law and he is personally liable for which had its business license revoked and that, where less than three (3) years has elapsed ordered for closure due to a violation of law since the date of the revocation of the business and he is personally liable for that, where less license; than three (3) years has elapsed since the date (5) a person who has a relatively large amount of of the revocation of the business license; debts outstanding and past due; (5) a person who has a relatively large amount (6) a person who is under criminal investigation of debts outstanding and past due; or prosecution by a judicial organization for (6) a person who is under criminal violation of the criminal law where the said investigation or prosecution by a judicial investigation or prosecution is not yet concluded;

(4) a person who is a former legal representative of a company or enterprise which had its business license revoked and ordered for closure due to a violation of law and he is personally liable for that, where less than three (3) years has elapsed since the date of the revocation of the business license; (5) a person who has a relatively large amount of debts outstanding and past due; (6) a person who 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;

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APPENDIX IV

No.	Provisions of Current Articles	Provisions of Amended Articles
	(7) a person who is not eligible for enterprise	(7) a person who is not eligible for enterprise
	leadership according to the laws and	leadership according to the laws and
	administrative regulations;	administrative regulations;
	(8) not a natural person;	(8) not a natural person;
	(9) a person convicted of contravention of	(9) a person convicted of contravention of
	provisions of the relevant securities	provisions of the relevant securities regulations
	regulations by a relevant competent authority,	by a relevant competent authority, and such
	and such conviction involves a finding that he	conviction involves a finding that he has acted
	has acted fraudulently or dishonestly, where	fraudulently or dishonestly, where less than five
	less than five (5) years have elapsed since the	(5) years have elapsed since the date of the
	date of the conviction;	conviction;
	(10) other circumstances as prescribed by the	(10) a person prohibited by the CSRC from
	laws and regulations of the place where the	access to securities market where the said
	Company’s shares are listed.	prohibition has not yet expired;
		(11) a person publicly identified by a stock
	Any election or appointment of directors in	exchange to be unsuitable to act as a director,
	violation of this Article shall be invalid. The	supervisor and senior management of the
	Company shall dismiss the directors if they are	Company where the said prohibition has not
	involved in the said circumstances during their	yet expired;
	respective term of office.	(12) other circumstances as prescribed by the
		laws and regulations of the place where the
		Company’s shares are listed.
		Any election or appointment of directors in
		violation of this Article shall be invalid. The
		Company shall dismiss the directors if they are
		involved in the said circumstances during their
		respective term of office.
72.	Article 158 Directors and senior management	Article 158 Directors and senior management
	members shall observe the laws,	members shall observe the laws, administrative
	administrative regulations and the Articles of	regulations and the Articles of Association, and
	Association, and fulfill the following	fulfill the following obligations of loyalty to the
	obligations of loyalty to the Company:	Company:
	(1) not to abuse their functions and powers to	(1) not to abuse their functions and powers to take
	take bribes or other unlawful income, and not	bribes or other unlawful income, and not to
	to misappropriate the Company’s property;	misappropriate the Company’s property;
	(2) not to misappropriate the funds of the	(2) not to misappropriate the funds of the
	Company;	Company;
	(3) not to deposit any assets or money of the	(3) not to deposit any assets or money of the
	Company in any accounts under their names or	Company in any accounts under their names or in
	in the names of other persons;	the names of other persons;
	(4) not to lend the money of the Company to	(4) not to lend the money of the Company to other
	other persons or provide guarantee for other	persons or provide guarantee for other persons
	persons with the property of the Company in	with the property of the Company in violation of
	violation of the Articles of Association or	the Articles of Association or without the
	without the approval of the general meeting or	approval of the general meeting or the Board;
	the Board;

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No.	Provisions of Current Articles				Provisions of Amended Articles
	(5) not to enter into any contract	or conduct			(5) not to enter into any contract or conduct any
	any transaction with the Company	in	violation		transaction with the Company in violation of the
	of the Articles of Association or	without the			Articles of Association or without the approval of
	approval of the general meeting;				the general meeting;
	(6) without the approval of the		general		(6) without the approval of the general meeting,
	meeting, not to take advantage		of	their	not to take advantage of their positions to seek for
	positions to seek for themselves or others any				themselves or others any business opportunities
	business opportunities which	should		be	which should be available to the Company, or to
	available to the Company, or to conduct			any	conduct any business similar to those of the
	business similar to those of the Company for				Company for themselves or others;
	themselves or others;				(7) not to take as their own any commission for
	(7) not to take as their own any commission for				any transaction with the Company;
	any transaction with the Company;				(8) not to disclose any secret of the Company
	(8) not to disclose any secret of the Company				without authorization;
	without authorization;				(9) not to use his related party relationships to
	(9) not to use his related party relationships to				harm the interests of the Company;
	harm the interests of the Company;				(10) to fulfill other obligations of loyalty as
	(10) to fulfill other obligations of loyalty as				stipulated by the laws, administrative regulations,
	stipulated by the laws, administrative				departmental rules and the Articles of
	regulations, departmental rules		and	the	Association.
	Articles of Association.
					The Company shall sign a contract with the
	Directors’ income derived from violation of				directors, specifying the rights and obligations
	this Article shall belong to the	Company.			between the Company and the directors, the
	Directors shall be liable to compensate			any	term of office of the directors, the
	loss incurred to the Company.				responsibilities of the directors for violating
					laws and regulations and the Articles of
					Association, and the compensation for the
					Company’s early termination of the contract
					for cause.
					Directors’ income derived from violation of this
					Article shall belong to the Company. Directors
					shall be liable to compensate any loss incurred to
					the Company.
					Independent directors shall perform their
					duties in accordance with laws, administrative
					regulations, department rules and provisions
					hereof.

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	No.	Provisions of Current Articles	Provisions of Amended Articles
	73.	Article 159 Directors and senior management	Article 159 Directors and senior management
		members shall observe the laws,	members shall observe the laws, administrative
		administrative regulations and the Articles of	regulations and the Articles of Association and
		Association and fulfill the following	fulfill the following obligations of diligence to
		obligations of diligence to the Company:	the Company:
		(1) to prudently, conscientiously and diligently	(1) to prudently, conscientiously and diligently
		exercise the rights granted by the Company, so	exercise the rights granted by the Company, so as
		as to ensure that the business practices of the	to ensure that the business practices of the
		Company comply with the State laws,	Company comply with the State laws,
		administrative regulations and the	administrative regulations and the requirements
		requirements of various economic policies of	of various economic policies of the State, and that
		the State, and that its commercial activities are	its commercial activities are within the scope of
		within the scope of business specified in the	business specified in the business license;
		business license;	(2) to treat all shareholders impartially;
		(2) to treat all shareholders impartially;	(3) to keep informed of the operation and
		(3) to keep informed of the operation and	management conditions of the Company;
		management conditions of the Company;	(4) to approve the regular reports of the Company
		(4) to approve the regular reports of the	in written form, and to assure that the information
		Company in written form, and to assure that	disclosed by the Company is true, accurate and
		the information disclosed by the Company is	complete;
		true, accurate and complete;	(5) to honestly provide the Board of Supervisors
		(5) to honestly provide the Board of	with relevant information and data, and not to
		Supervisors with relevant information and	prevent the Board of Supervisors or supervisors
		data, and not to prevent the Board of	from performing their duties and powers;
		Supervisors or supervisors from performing	(6) to fulfill other obligations of diligence as
		their duties and powers;	stipulated by the laws, administrative regulations,
		(6) to fulfill other obligations of diligence as	departmental rules and the Articles of
		stipulated by the laws, administrative	Association.
		regulations, departmental rules and the
		Articles of Association.	The directors shall ensure the authenticity,
			accuracy and completeness of the information
			disclosed by the Company.

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No. Provisions of Current Articles Provisions of Amended Articles 74. Article 162 Each of the Company’s directors, Article 162 Each of the Company’s directors, supervisors, general manager and other senior supervisors, general manager and other senior management members owes a duty, in the management members owes a duty, in the exercise of his powers and discharge of his exercise of his powers and discharge of his duties, duties, to exercise the care, diligence and skill to exercise the care, diligence and skill that a that a reasonably prudent person would reasonably prudent person would exercise in exercise in comparable circumstances. comparable circumstances. Unless otherwise legally authorized hereof or by the Board, no director can act on his or her own name on behalf of the Company or the Board. If a third party may reasonably believe that the director is acting on behalf of the Company or the Board, the director acting in his or her own name shall declare his or her position and identity in advance. 75. Article 178 The financial year of the Company Article 178 The financial year of the Company shall coincide with the calendar year, i.e. from shall coincide with the calendar year, i.e. from January 1 to December 31 on the Gregorian January 1 to December 31 on the Gregorian calendar. calendar. At the end of each financial year, the Company At the end of each financial year, the Company shall prepare a financial report which shall be shall prepare a financial report which shall be audited and certified in compliance with the audited and certified in compliance with the laws. laws. The Company shall prepare its annual The Company shall prepare and submit to the financial reports within four (4) months from CSRC and the stock exchange its annual the ending date of each financial year, prepare financial reports within four (4) months from the the half year financial reports within two (2) ending date of each financial year, prepare and months from the ending date of the first six (6) submit to the CSRC and the stock exchange the months of each financial year, and prepare the half year financial reports within two (2) months quarterly reports within one (1) month from from the ending date of the first six (6) months of the ending dates of the first three (3) months each financial year, and prepare the quarterly and first nine (9) months of each financial year reports within one (1) month from the ending respectively. dates of the first three (3) months and first nine (9) months of each financial year respectively.

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No. Provisions of Current Articles Provisions of Amended Articles The aforesaid financial reports shall be The aforesaid financial reports shall be prepared prepared in accordance with the relevant laws, in accordance with the relevant laws, administrative regulations and departmental administrative regulations and departmental rules. rules. The financial statements of the Company shall be The financial statements of the Company shall prepared in accordance with not only the PRC be prepared in accordance with not only the accounting standards and regulations, but also the PRC accounting standards and regulations, but international accounting standards or the also the international accounting standards or accounting standards of the overseas place where the accounting standards of the overseas place the Company’s shares are listed. If the financial where the Company’s shares are listed. If the statements prepared under the two accounting financial statements prepared under the two standards are discrepant significantly, such accounting standards are discrepant discrepancy shall be indicated in the notes to the significantly, such discrepancy shall be financial statements. For purposes of the indicated in the notes to the financial Company’s distribution of after-tax profits of a statements. For purposes of the Company’s given financial year, the lesser of the amounts of distribution of after-tax profits of a given after-tax profits shown in the aforementioned two financial year, the lesser of the amounts of kinds of financial statements shall prevail. after-tax profits shown in the aforementioned two kinds of financial statements shall prevail. The interim results or financial information published or disclosed by the Company shall be The interim results or financial information prepared in accordance with the PRC accounting published or disclosed by the Company shall standards and regulations as well as the be prepared in accordance with the PRC international accounting standards or the accounting standards and regulations as well accounting standards of the overseas place where as the international accounting standards or the the Company’s shares are listed. accounting standards of the overseas place where the Company’s shares are listed. 76. Article 179 The Board of the Company shall Article 179 The Board of the Company shall present before the shareholders at every annual present before the shareholders at every annual general meeting such financial reports to be general meeting such financial reports to be prepared by the Company as required by the prepared by the Company as required by the relevant laws, administrative regulations or relevant laws, administrative regulations or normative documents promulgated by the local normative documents promulgated by the local governments and competent authorities. governments and competent authorities. At the annual general meeting, the Board and Board of Supervisors shall report their work of the previous year at the general meeting. Every independent director shall also give a work report.

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No.	Provisions of Current Articles	Provisions of Current Articles	Provisions of Amended Articles
77.	Article 185 The reserve funds of the Company		Article 185 The reserve funds of the Company
	shall be used to make up the losses of the		shall be used to make up the losses of the
	Company, expand its production and operation		Company, expand its production and operation or
	or increase its capital. However, the capital		increase its capital. However, the capital reserve
	reserve fund shall not be used to make up any		fund shall not be used to make up any losses of
	losses of the Company.		the Company.
	In capitalizing the statutory common reserve		In capitalizing the statutory common reserve
	fund, the remaining balance of such fund shall		fund, the remaining balance of such fund shall not
	not be less than 25% of the registered capital		be less than 25% of the registered capital of the
	of the Company	prior to such capitalization.	Company prior to such capitalization.
			The Board shall complete matters of dividends
			(or share) distribution within two (2) months
			after the resolution on the profit distribution
			plan is resolved at the general meeting of the
			Company.
78.	Article 186 The Company may distribute		Article 186 The Company may distribute
	dividends in the form of (or a combination of		dividends in the form of (or a combination of two
	two or more of the followings):		or more of the followings):
	(1) cash;		(1) cash;
	(2) shares;		(2) shares;
	(3) other means	as permitted by the laws,	(3) a combination of both cash and shares;
	administrative regulations, departmental rules		(4) other means as permitted by the laws,
	and regulatory rules in the place where the		administrative regulations, departmental rules and
	Company’s shares are listed.		regulatory rules in the place where the Company’s
			shares are listed.
			The Company’s profit distribution policies are
			as follows:
			(1) Principles of dividend distribution: fully
			consider and listen to the opinions of
			shareholders, especially minority shareholders,
			and independent directors; properly maintain
			the balance between short-term benefits and
			long-term development and prevent the
			Company’s profit distribution from harming
			its business operational abilities; adhere to the
			distribution of cash dividends, value
			reasonable investment return to investors,
			ensure continuity and stability of profit
			distribution and comply with relevant
			requirements of laws and regulations.

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APPENDIX IV

No.	**Provisions **	**of **	**Current **	**Current **	Articles	Provisions of Amended Articles
						(2) The distribution form of profits: on the
						premise that the Company conforms to the
						principles of distribution of profits, the
						Company may distribute dividends in the form
						of cash, shares or a combination of both, and
						the cash dividends shall take precedence over
						the share dividends. When cash dividend
						conditions are met, the cash dividends shall be
						used for profit distribution.
						(3) Decision-making mechanism and
						procedures for profit distribution: the
						Company’s profit distribution scheme is
						formulated by the Board taking into account
						factors including the Company’s actual
						operation, future profitability, business
						development planning, cash flow,
						shareholders’ returns, social capital costs and
						external financing environment. When
						formulating the annual profit distribution
						scheme or interim profit distribution scheme,
						the Board shall carefully study and
						demonstrate the timing, conditions and
						minimum proportion of the Company’s cash
						dividend, the conditions for adjustment, the
						requirements of its decision-making
						procedures, etc. The proposal shall be
						approved by more than half of all directors and
						more than half of all independent directors.
						Independent directors shall express
						independent opinions on the profit distribution
						scheme, which shall be disclosed in a timely
						manner. Independent directors may collect
						opinions from minority shareholders and
						prepare a distribution proposal to be directly
						submitted to the Board for its consideration.
						Where the Company generates profits in the
						current year, but no profit distribution
						proposal, including cash dividends, is made by
						the Board, independent directors shall express
						independent opinions thereon. The Company
						shall also disclose the reasons thereof and the
						intended use and arrangement of the
						Company’s retained capital.

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APPENDIX IV

No.	**Provisions **	**of **	**Current **	**Current **	Articles	Provisions of Amended Articles
						Where the profit distribution scheme for the
						current year cannot be determined in
						accordance with the established cash dividend
						policy or the minimum cash dividend ratio
						under special circumstances, specific reasons
						and clear opinions of the independent directors
						shall be disclosed in the annual report; under
						such circumstances, the Company’s profit
						distribution plan for the said year shall be
						approved by more than two-thirds of the voting
						rights held by shareholders present at the
						general meeting.
						The Board shall consider and approve the
						profit distribution scheme and submit it to the
						general meeting for consider and approval. The
						profit distribution scheme put forward by the
						Board shall be resolved at the general meeting
						according to laws and regulations. Prior to the
						deliberation of the specific scheme of the cash
						dividend at the general meeting, the Company
						shall communicate with the shareholders,
						especially the medium and small shareholders
						through various channels, fully listen to the
						opinions and demands of medium and small
						shareholders, and timely answer the questions
						which medium and small shareholders are
						concerned with. The dividend distribution plan
						shall be approved by more than half of the
						voting rights held by the shareholders or
						proxies of shareholders present at the general
						meeting.
						If share dividends are used for profit
						distribution, there should be true and
						reasonable factors such as the growth of the
						Company, the diluted net assets per share, etc.
						Share distribution may be implemented singly
						or in combination with cash dividend
						distribution. When the Company distributes its
						dividends by share dividend or by the
						combination of share dividend and cash
						dividend, the distribution scheme shall be
						considered and approved at the general
						meeting of the Company by special resolution.
						(4) Conditions, proportion and interval of cash
						dividends

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No.	**Provisions **	**of **	**Current **	**Current **	Articles	Provisions of Amended Articles
						When distributing profits through cash
						dividends, the Company shall satisfy the
						following conditions at the same time:
						(i) The distributable profit of the Company
						of the current year (i.e. the remaining after-
						tax profit after making up of the Company’s
						loss and withdrawal of the common reserve
						fund) is positive value;
						(ii) The distributed profits shall not exceed
						the Company’s accumulated distributable
						profits;
						(iii) Standard audit report without reserved
						opinions to the annual financial report of
						the Company is issued by audit institution;
						(iv) The Company has no plans for major
						external investment or major cash
						expenditure (except investment project by
						raised funds).
						Major investment plan or major cash
						expenditure means that the cumulative
						expenditure in proposed external investment,
						acquisition of assets or procurement of
						equipment within the next 12 months will reach
						or exceed the 30% of latest audited total asset
						of the Company and is above RMB50 million.
						Subject to compliance with the above
						conditions for cash dividends, the Board shall
						take a full consideration of factors including
						the industry characteristics, development
						stage, operation model, profitability and
						whether there is significant capital expenditure
						arrangements, distinguish the following
						situations and propose differentiated cash
						dividend policy according to the procedures
						stipulated in the Articles of Association:
						(i) If the Company is at a mature
						development stage without significant
						capital expenditure arrangement, the lowest
						proportion of cash dividends in the said
						distribution of profits shall reach 80%;

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APPENDIX IV

	No.	**Provisions **	**of **	**Current **	Articles	Articles	Provisions of Amended Articles
							(ii) If the Company is at a mature
							development stage with significant capital
							expenditure arrangement, the lowest
							proportion of cash dividends in the said
							distribution of profits shall reach 40%;
							(iii) If the Company is at a growth
							development stage with significant capital
							expenditure arrangement, the lowest
							proportion of cash dividends in the said
							distribution of profits shall reach 20%;
							(iv) If the development stage of the
							Company is difficult to distinguish but there
							is significant capital expenditure
							arrangement, it can be handled according to
							the preceding stipulations.
							If a shareholder occupies any fund in violation
							of provisions, the Company shall make a
							deduction from the dividends being distributed
							to this shareholder so as to repay the fund
							being occupied.
							The annual profit allocated by the Company in
							cash shall not be less than 20% of the
							distributable profit realized in the current
							year, and the accumulated profit distributed in
							cash in the last three years shall not be less
							than 30% of the annual distributable profits
							realized in the last three years.
							If conditions are met, the Board may propose
							interim cash dividend based on the Company’s
							profitability, as permitted by relevant laws and
							regulations.

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	No.	Provisions of Current Articles	Provisions of Current Articles	Provisions of Amended Articles
				(5) The adjustment mechanism of the profit
				distribution policy:
				The Company will demonstrate with prudence
				the adjustments to the profit distribution
				policy based on changes in actual conditions,
				including its production and operations,
				capital requirements and long-term
				development. The adjusted profit distribution
				policy shall uphold the principle of protecting
				shareholders’ interests and shall not violate the
				provisions of relevant laws, regulations and
				regulatory documents. Independent directors
				shall express opinions on the proposals in
				relation to the adjustments to the profit
				distribution policy, which shall be submitted
				for approval at a general meeting for
				consideration by the Board of the Company
				and be passed by more than two-thirds of the
				voting rights held by shareholders present at
				such general meeting. The Company shall
				facilitate minority shareholder’s participation
				by adopting a combination of both on-site
				voting and online voting at its general
				meetings.
	79.	Article 190 Unless otherwise provided by the		Article 190 Unless otherwise provided by the
		relevant laws and administrative regulations,		relevant laws and administrative regulations,
		where cash dividends and other distributions		where cash dividends and other distributions are
		are paid in Hong Kong dollars, the exchange		paid in Hong Kong dollars, the exchange rate
		rate shall be based on the average middle		shall be based on the average middle exchange
		exchange rate of Hong Kong	dollars against	rate of Hong Kong dollars against Renminbi
		Renminbi announced by the People’s Bank of		announced by the People’s Bank of China over
		China over one calendar week preceding the		one calendar week preceding the date where such
		date where such dividends or other distribution		dividends or other distribution are declared.
		are declared.

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Current Articles	Provisions of Current Articles	Provisions of Amended Articles
		Where any resolution		concerning cash	Where any resolution concerning cash dividends,
		dividends, bonus issue or		capitalization of	bonus issue or capitalization of capital reserve
		capital reserve fund is passed at a general			fund is passed at a general meeting, the Company
		meeting, the Company shall implement the			shall implement the specific proposals within two
		specific proposals within two (2) months upon			(2) months upon conclusion of the meeting.
		conclusion of the meeting.
					The Company shall establish an internal audit
					system and designate full-time auditing staff to
					exercise internal audit supervision over the
					Company’s financial income and outcome and
					economic activities.
					The Company’s internal audit system and
					responsibilities of audit staff shall be
					implemented after the approval of the Board.
					The chief auditor shall be responsible to and
					report work to the Board.
	80.	Article 191 The Company		shall appoint an	Article 191 The Company shall appoint an
		independent accounting		firm which is	independent accounting firm which has
		qualified under the relevant		regulations of the	obtained the “qualification for undertaking
		State to audit the Company’s annual financial			securities-related business” and is qualified
		reports and the Company’s other financial			under the relevant regulations of the State to
		reports.			carry out such businesses including audit of
					accounting statement, verification of net assets
		The first accounting firm of		the Company may	and other relevant consultant services. The
		be appointed by the inaugural meeting prior to			employment term is one year, and renewal is
		the first annual general		meeting. Such	allowed.
		accounting firm shall hold office until the
		conclusion of the first annual general meeting.			The first accounting firm of the Company may be
					appointed by the inaugural meeting prior to the
					first annual general meeting. Such accounting
					firm shall hold office until the conclusion of the
					first annual general meeting.
	81.	Article 197 The Company’s appointment of,			Article 197 The Company’s appointment of,
		removal of and non-reappointment of an			removal of and non-reappointment of an
		accounting firm shall be resolved at general			accounting firm shall be resolved at general
		meetings. The resolution		of the general	meetings. The resolution of the general meeting
		meeting shall be filed with the competent			shall be filed with the competent securities
		securities regulatory authority of the State			regulatory authority of the State Council. The
		Council.			Board shall not appoint the accounting firm
					before resolution at the general meeting.

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APPENDIX IV

No. Provisions of Current Articles

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

(1) A copy of the proposal about appointment, reappointment or removal shall be sent to the accounting firm proposed to be appointed or to leave its office or the accounting firm which has left its office in the relevant financial year before the notice of meeting is given to the shareholders.

Leaving includes leaving by removal, resignation and retirement. (2) If the leaving accounting 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):

1. in any notice given to shareholders about a resolution to be made, state the representations that have been made by the accounting firm which is about to leave; and 2. deliver a copy of the representations to each of the shareholders that are eligible for the notice of general meeting. (3) If the accounting firm’s representations are not sent in accordance with paragraph (2) above, the relevant accounting firm may require that the representations be read out at the general meeting and may lodge further complaints. (4) An accounting firm which is leaving its office shall be entitled to attend: 1. the general meeting relating to the expiration of its term of office; 2. any general meeting at which it is proposed to fill the vacancy caused by its removal; and 3. any general meeting convened on its resignation.

Provisions of Amended Articles

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

(1) A copy of the proposal about appointment, reappointment or removal shall be sent to the accounting firm proposed to be appointed or to leave its office or the accounting firm which has left its office in the relevant financial year before the notice of meeting is given to the shareholders.

Leaving includes leaving by removal, resignation and retirement. (2) If the leaving accounting 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):

1. in any notice given to shareholders about a resolution to be made, state the representations that have been made by the accounting firm which is about to leave; and

2. deliver a copy of the representations to each of the shareholders that are eligible for the notice of general meeting.

(3) If the accounting firm’s representations are not sent in accordance with paragraph (2) above, the relevant accounting firm may require that the representations be read out at the general meeting and may lodge further complaints. (4) An accounting firm which is leaving its office shall be entitled to attend: 1. the general meeting relating to the expiration of its term of office; 2. any general meeting at which it is proposed to fill the vacancy caused by its removal; and 3. any general meeting convened on its resignation.

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APPENDIX IV

No.	Provisions of Current Articles	Provisions of Current Articles	Provisions of Amended Articles
	The accounting firm which is leaving its office		The accounting firm which is leaving its office
	shall be entitled to receive all notices of, and		shall be entitled to receive all notices of, and
	other communications relating to, any such		other communications relating to, any such
	meetings, and to speak at any such meeting in		meetings, and to speak at any such meeting in
	relation to matters concerning its role as the		relation to matters concerning its role as the
	former accounting	firm of the Company.	former accounting firm of the Company.
82.	Article 199 A notice of the Company may be		Article 199 A notice of the Company may be sent
	sent as follows:		as follows:
	(1) by hand;		(1) by hand;
	(2) by post;		(2) by post;
	(3) by fax or email;		(3) by fax or email;
	(4) subject to compliance with the laws,		(4) subject to compliance with the laws,
	administrative regulations and the listing rules		administrative regulations and the listing rules of
	of the stock exchange where the Company’s		the stock exchange where the Company’s shares
	shares are listed, by posting on the websites		are listed, by posting on the websites designated
	designated by the	Company and Hong Kong	by the Company, Shanghai Stock Exchange and
	Stock Exchange;		Hong Kong Stock Exchange;
	(5) by public announcement;		(5) by public announcement;
	(6) by other ways as the Company and the		(6) by other ways as the Company and the notified
	notified party agreed in advance or any other		party agreed in advance or any other way which is
	way which is recognized by the notified party		recognized by the notified party upon receipt of
	upon receipt of the notice;		the notice;
	(7) by other ways which are recognized by the		(7) by other ways which are recognized by the
	relevant regulatory authority of the place		relevant regulatory authority of the place where
	where the Company’s shares are listed or		the Company’s shares are listed or stipulated in
	stipulated in the Articles of Association.		the Articles of Association.

Unless otherwise requires, “announcements” referred to in the Articles of Association shall mean, in relation to announcements to the holders of domestic shares or announcements required by the relevant provisions and the Articles of Association to be published in the PRC, such announcements published in the PRC newspapers designated under the PRC laws and regulations or by the securities regulatory authorities under the State Council; or, in relation to announcements to the holders of foreign-listed shares or announcements required by the relevant provisions and the Articles of Association to be published in Hong Kong, such announcements must be published in accordance with the requirements of the Hong Kong Listing Rules.

Unless otherwise requires, “announcements” referred to in the Articles of Association shall mean, in relation to announcements to the holders of domestic shares or announcements required by the relevant provisions and the Articles of Association to be published in the PRC, such announcements published in the PRC newspapers designated under the PRC laws and regulations or by the securities regulatory authorities under the State Council; or, in relation to announcements to the holders of foreign-listed shares or announcements required by the relevant provisions and the Articles of Association to be published in Hong Kong, such announcements must be published in accordance with the requirements of the Hong Kong Listing Rules.

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No. Provisions of Current Articles Provisions of Amended Articles The Company must give sufficient notice, so The Company must give sufficient notice, so as to as to give the shareholders whose addresses on give the shareholders whose addresses on the the register of members are in Hong Kong register of members are in Hong Kong sufficient sufficient time to exercise their rights or act in time to exercise their rights or act in accordance accordance with the terms of the notice. with the terms of the notice. 83. Article 203 During the course of public Article 203 From the date of completion of the transfer of the shares of the Company in the listing of the Company’s share on the Sci-Tech National Equities Exchange and Quotations, Innovation Board, the Company shall the Company designates the designated designate at least one of the China Securities information disclosure platform of National Journal, the Shanghai Securities Journal, Equities Exchange and Quotations Co., Ltd. Securities Times and Securities Daily, and the (www.neeq.com.cn or www.neeq.cc) as one of official website of the Shanghai Stock its media of publication of the Company’s Exchange (http://www.sse.com.cn) as the announcements and other required information medium to publish the Company’s disclosure. announcement and other information to be disclosed. 84. Article 209 The merger of the Company may Article 209 The merger of the Company may take take the form of either merger by absorption or the form of either merger by absorption or merger merger by the establishment of a new by the establishment of a new company. company. In the event of merger, the parties to the merger In the event of merger, the parties to the shall enter into a merger agreement and prepare merger shall enter into a merger agreement and balance sheets and an inventory of assets. The prepare balance sheets and an inventory of Company shall notify its creditors within 10 days assets. The Company shall notify its creditors of the date of the Company’s resolution on merger within 10 days of the date of the Company’s and shall make newspaper announcement within resolution on merger and shall make 30 days of the date of the Company’s resolution newspaper announcement within 30 days of on merger. Creditors may, within 30 days after the date of the Company’s resolution on receipt of such notice from the Company, or merger. Creditors may, within 30 days after within 45 days of the date of the newspaper receipt of such notice from the Company, or announcement for those who do not receive such within 45 days of the date of the newspaper notice, to demand that the Company repay their announcement for those who do not receive debts or provide a corresponding guarantee for such notice, to demand that the Company such debts. repay their debts or provide a corresponding guarantee for such debts. In a merger, debt obligations and liabilities of

guarantee for such debts. In a merger, debt obligations and liabilities of parties to the merger shall be taken over by the In a merger, debt obligations and liabilities of continuing company or the newly established parties to the merger shall be taken over by the company after the merger. continuing company or the newly established company after the merger. Consolidation by merger means that a company merges another company, and the company being merged will dissolve. Consolidation means that more than two companies are integrated to incorporate a new company, and all parties integrated will dissolve.

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APPENDIX IV

	No.	Provisions of Current Articles			Provisions of Amended Articles
	85.	Article 212 The Company shall be	dissolved		Article 212 The Company shall be dissolved upon
		upon the occurrence of any of the	following		the occurrence of any of the following events:
		events:
					(1) expiration of the term of business provided	in
		(1) expiration of the term of business provided			the Articles of Association or other cause	of
		in the Articles of Association or other cause of			dissolution as specified therein;
		dissolution as specified therein;
					(2) a resolution on dissolution is passed at the
		(2) a resolution on dissolution is passed at		the	general meeting;
		general meeting;
					(3) dissolution is required due to the merger	or
		(3) dissolution is required due to the	merger or		division of the Company;
		division of the Company;
					(4) the Company is declared bankrupt due to	its
		(4) the Company is declared bankrupt due to			failure to repay debts due;
		its failure to repay debts due;
					(5) the Company has its business license revoked
		(5) the Company has its business license			or is ordered to close down or dissolved for
		revoked or is ordered to close	down	or	breaches of the laws and administrative
		dissolved for breaches of the	laws	and	regulations;
		administrative regulations;
					(6) the Company suffers significant hardships	in
		(6) the Company suffers significant	hardships		operation and management that cannot	be
		in operation and management that	cannot be		resolved through other means, and	its
		resolved through other means,	and	its	continuation may cause substantial loss	in
		continuation may cause substantial loss		in	shareholders’ interests, shareholders representing
		shareholders’ interests, shareholders			10% or above of the total voting rights of the
		representing 10% or above of the total voting			Company may plead the people’s court to dissolve
		rights of the Company may plead the people’s			the Company, and the people’s court dissolves the
		court to dissolve the Company,	and	the	Company accordingly.
		people’s court dissolves the	Company
		accordingly.			In the circumstances under item (1), the
					Company may continue to exist by
					**modification of the Articles of Association **	if
					approved by more than two-thirds of the
					shareholders with voting power present at the
					the general meeting.

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APPENDIX IV

No.	**Provisions **	of Current Articles	of Current Articles	of Current Articles	of Current Articles		Provisions of Amended Articles
86.	Article 219 Upon			completion of liquidation of			Article 219 Upon completion of liquidation of the
	the Company, the			liquidation committee shall			Company, the liquidation committee shall prepare
	prepare a liquidation report and a statement of						a liquidation report and a statement of the income
	the income		and	expenses	and the account		and expenses and the account books in respect of
	books in respect of the liquidation period, and						the liquidation period, and after verification by
	after verification			by the PRC certified public			the PRC certified public accountants, shall submit
	accountants,		shall submit		the same to the		the same to the general meeting or the relevant
	general meeting			or the relevant		competent	competent authorities for confirmation.
	authorities	for confirmation.
							The liquidation committee shall, within 30 days
	The liquidation committee				shall,	within 30	after the general meeting or after obtaining
	days after		the	general meeting		or after	confirmations from the relevant competent
	obtaining	confirmations from the relevant					authorities, submit the aforesaid documents to the
	competent	authorities, submit the				aforesaid	company registration authority, apply for de-
	documents		to	the company registration			registration of the Company, and announce the
	authority,	apply		for de-registration of the			termination of the Company.
	Company, and announce the				termination of the
	Company.						Members of the liquidation committee shall be
							loyal to their duties and shall perform
							liquidation obligations according to laws.
							The liquidation committee members shall
							neither take advantage of their powers to
							accept bribery or other illegal incomes, nor
							embezzle the Company’s property.
							The liquidation committee members shall bear
							the liability for compensation if losses are
							caused to the Company or the creditors due to
							their intentional or gross negligence.
							The Company declared bankrupt as provided
							by law shall have bankruptcy liquidation
							carried out according to relevant enterprise
							bankruptcy laws.
87.	Article 220	The Articles of Association may be					Article 220 The Articles of Association may be
	amended	in	accordance		with	the laws,	amended in accordance with the laws,
	administrative regulations and the					provisions	administrative regulations and the provisions of
	of the Articles of			Association.			the Articles of Association. The Company shall
							revise the Articles of Association in any of the
							following cases:
							(1) Any conflict between those matters
							specified by the Articles of Association and the
							provisions of laws or administrative
							regulations after any revision of the PRC
							Company Law or relevant laws or
							administrative regulations;
							(2) Any change in the Company’s conditions
							which is not consistent with those matters
							recorded in the Articles of Association;
							(3) Any amendment of the Articles of
							Association resolved by the general meeting.

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Amended Articles
	88.	Article 221 The following procedures shall be	Article 221 The following procedures shall be
		followed when making amendments to the	followed when making amendments to the
		Articles of Association:	Articles of Association:
		(1) the Board shall first adopt a resolution for	(1) the Board shall first adopt a resolution for
		amendment to the Articles of Association and	amendment to the Articles of Association and
		prepare a proposal for amendment to the	prepare a proposal for amendment to the Articles
		Articles of Association;	of Association;
		(2) the Board shall convene a general meeting	(2) the Board shall convene a general meeting for
		for voting on such proposal thereat;	voting on such proposal thereat;
		(3) the general meeting shall approve such	(3) the general meeting shall approve such
		proposal by special resolution;	proposal by special resolution;
		(4) the Company shall report the proposal for	(4) the Company shall report the proposal for
		amendments to the Articles of Association	amendments to the Articles of Association
		approved at the general meeting to the	approved at the general meeting to the competent
		competent approving authority, which will	approving authority, which will become effective
		become effective upon approval (if required);	upon approval (if required);
		(5) the Company shall file the amended	(5) the Company shall file the amended Articles
		Articles of Association with the company	of Association with the company registration
		registration authority for record.	authority for record.
			The Board shall revise the Articles of
			Association according to resolutions of the
			general meeting and approval comments of the
			relevant competent authorities.
	89.	Article 222 Amendment to the Articles of	Article 222 Amendment to Articles of
		Association which involves the content of the	Association passed by resolution at the general
		Mandatory Provisions shall become effective	meeting which should be reviewed by the
		upon receipt of approvals from the	competent authorities shall be submitted to
		examination and approval department	competent authorities for approval; if there is
		authorized by the State Council and the China	any change relating to the registered particulars of
		Securities Regulatory Commission (if	the Company, application shall be made for
		required); if there is any change relating to the	change in registration in accordance with the
		registered particulars of the Company,	laws.
		application shall be made for change in
		registration in accordance with the laws.	Amendment to Articles of Association
			constitutes information required to be
			disclosed by laws and regulations, and shall be
			announced as provided.

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APPENDIX IV

	No.	Provisions of Current Articles	Provisions of Amended Articles
	90.	Article 224 Reference to the term “accounting	Article 224 Reference to the term “accounting
		firm” herein shall have the same meaning as	firm” herein shall have the same meaning as
		ascribed to the terms “auditor”.	ascribed to the terms “auditor”.
		The “related party relationship” herein refers	Unless otherwise expressly specified in relevant
		to the relationship between the controlling	national laws, administrative regulations and
		shareholders, de facto controllers, directors,	regulatory rules of the place where the
		supervisors, senior management members of	Company’s shares are listed, the term
		the Company and the enterprises under their	“Independent Non-Executive Director” herein
		direct or indirect control, and other	shall have the same meaning as the term
		relationships which may result in transfer of	“Independent Director”.
		interests of the Company, as well as the
		relationship between related parties or	The “related party relationship” herein refers to
		connected persons as defined in the listing	the relationship between the controlling
		rules of the stock exchange where the shares of	shareholders, de facto controllers, directors,
		the Company are listed, provided however that	supervisors, senior management members of the
		related party relationships shall not be	Company and the enterprises under their direct or
		considered to be in existence between state-	indirect control, and other relationships which
		controlled enterprises solely because they are	may result in transfer of interests of the Company,
		under the common control of the PRC	as well as the relationship between related parties
		government.	or connected persons as defined in the listing
			rules of the stock exchange where the shares of
		In the Articles of Association, the terms “more	the Company are listed, provided however that
		than”, “within” and “less than” shall include	related party relationships shall not be considered
		the given figure, and the terms “exceeding”	to be in existence between state-controlled
		and “beyond” shall not include the given	enterprises solely because they are under the
		figure.	common control of the PRC government.
			In the Articles of Association, the terms “more
			than”, “within” and “less than” shall include the
			given figure, and the terms “exceeding” and
			“beyond” shall not include the given figure.
	91.	Article 225 The Articles of Association are	Article 225 The Articles of Association are
		written in Chinese. Should there be any	written in Chinese. Should there be any
		discrepancies between the versions in other	discrepancies between the versions in other
		languages and the Chinese version, the	languages and the Chinese version, the latest
		Chinese version shall prevail.	Chinese version approved and registered shall
			prevail.
			The Board may prepare detailed rules and
			regulations for the Articles of Association
			according to the provisions herein. The
			detailed rules shall not conflict with the
			regulations of the Articles of Association.
	92.	Article 227 Subject to the approval at the	Article 227 Subject to the approval at the general
		general meeting of the Company, the Articles	meeting of the Company, the Articles of
		of Association shall come into effect from the	Association shall come into effect from the date
		date on which the shares of the Company are	on which the shares of the Company are traded on
		traded on the Main Board of the Hong Kong	the Sci-Tech Innovation Board of the Shanghai
		Stock Exchange.	Stock Exchange.

Note: The Articles of Association are written in Chinese. If there is any inconsistency between the English and Chinese versions of this appendix, the Chinese version shall prevail.

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APPENDIX V

RULES OF PROCEDURES FOR THE MEETING OF THE SHAREHOLDERS

Chapter I General

Article 1 In order to standardize the behavior of Shanghai Junshi Biosciences Co., Ltd.* (hereinafter referred to as “Company” or “the Company”) and ensure that the shareholders’ meeting exercises its powers according to the law, these Rules shall be formulated in accordance with the laws and regulations including the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), Securities Law of the People’s Republic of China and Mandatory Provisions for Companies Listing Overseas, as well as the Rules Governing the Listing of Securities on the Sci-Tech Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as “Listing Rules for the Sci-Tech Innovation Board”), the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”) and Articles of Association of the Company (hereinafter referred to as the Articles of Association).

Article 2 The Company shall convene the shareholders’ meeting in strict accordance with the laws, administrative regulations, Listing Rules for the Sci-Tech Innovation Board, Hong Kong Listing Rules, Articles of Association and the relevant provisions of these Rules to ensure that shareholders can exercise the powers according to the law.

Article 3 The Board of Directors of the Company shall perform its duties earnestly and carefully organize the shareholders’ meeting on time. All directors of the Company shall perform their duties diligently to ensure the normal convening of the shareholders’ meeting and exercise their functions and powers according to the law.

Chapter II General Provisions of Shareholders’ Meeting

Article 4 The shareholders’ meeting shall exercise its functions and powers within the scope prescribed by the Company Law and the Articles of Association. The shareholders’ meeting shall exercise the following powers:

• (I) Decide the operation policies and investment plans of the Company;

• (II) Elect and replace the directors not assumed by staff representatives, and determine their remuneration;

• (III) Elect and change supervisors from the shareholders’ representatives and determine their remuneration;

• (IV) Review and approve reports from the Board of Directors;

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APPENDIX V

• (V) Review and approve reports from the Board of Supervisors;

• (VI) Review and approve annual financial budget plans and final accounts of the Company;

• (VII) Review and approve the profit distribution plans and loss recovery plans of the Company;

• (VIII) Resolve on the increase or decrease of the Company’s registered capital;

• (IX) Resolve on the issuance of the Company’s bonds or other securities and listing plans;

• (X) Resolve on merger, demerger, dissolution, liquidation or change of corporation form of the Company;

• (XI) Review and amend the Articles of Association and the rules of procedures of the Shareholders’ Meeting, the Board of Directors and the Board of Supervisors;

• (XII) Decide to engage, dismiss or not to re-engage accounting firms;

• (XIII) Review and approve the proposals of shareholders representing more than 3% (including 3%) of the voting shares of the Company;

• (XIV) Consider matters relating to the purchases and sales of significant assets within one year where the total assets or transactions amount involved exceeding 30% of the latest audited total assets of the Company;

• (XV) Resolve on the guarantee matters stipulated in Article 5;

• (XVI) Review and approve the share incentive plan;

• (XVII) Other matters to be decided by shareholders’ meeting as stipulated in laws, administrative regulations and the Articles of Association of the Company;

• (XVIII) Other matters to be decided by the shareholders’ meeting as required by the listing rules of the exchange where the Company’s shares are listed.

The shareholders’ meeting may authorize or entrust the Board of Directors to handle the matters authorized or entrusted by it without violating the relevant laws, regulations and regulatory documents of China and the mandatory provisions of the listing rules of the exchange where the Company’s shares are listed.

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Article 5 The following conducts of guarantee of the Company shall be submitted to the Board of Directors for consideration and approval and then submitted to the shareholders’ meeting for consideration:

• (I) Any guarantee provided when the total amount of guarantee provided by the Company and its holding subsidiary is equal to or more than 50% of the net asset audited in the latest period;

• (II) Any guarantee provided when the total amount of external guarantee within 12 consecutive months reaches or exceeds 30% of the total asset audited in the latest period;

• (III) To provide guarantee to any person or entity with gearing ratio of over 70%;

• (IV) Any single guarantee whose amount exceeds 10% of the latest audited net assets audited;

• (V) To provide guarantee for shareholders, de facto controllers and their related parties;

• (VI) Other guarantees required by laws, regulations and other provisions or by regulatory body that need to be reviewed and approved by the shareholders’ meeting.

Guarantee matters within the scope of authority of the Board of Directors shall be approved by not only more than half of all directors, but also by more than two-thirds of directors present at the meeting of the Board of Directors. The guarantee in Item (II) above shall be passed by more than two-thirds of the voting rights held by shareholders present at the shareholders’ meeting.

If the Company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a controlling subsidiary and other shareholders of a controlling subsidiary provide the same proportion of guarantee according to the rights and interests they enjoy, the provisions of Items (I), (III) and (IV) above may be exempted, except as otherwise provided in the Articles of Association of the Company. The Company shall summarize and disclose the aforesaid guarantee in the annual report and interim report.

If the Company provides guarantee for related parties, it shall have reasonable commercial basis, make timely disclosure after consideration and approval by the Board of Directors, and submit it to the shareholders’ meeting for deliberation. If the Company provides guarantee for controlling shareholders, de facto controller and related parties, the controlling shareholders, de facto controller and related parties shall provide counter guarantee.

Except for the guarantee matters for wholly-owned subsidiaries and holding subsidiaries, other guarantee matters shall be provided with counter guarantee by the other party, and the counter guarantee provider shall have actual bearing capacity.

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Article 6 Major transactions (except external guarantees) that meet one of the following criteria shall be submitted to the shareholders’ meeting for deliberation:

• (I) The total assets involved in the transaction (the greater one will prevail in case both book value and assessed value are available) accounts for more than 50% of the audited total assets in the latest period of the Company;

• (II) The transaction amount accounts for more than 50% of the Company’s market value;

• (III) The net assets of the subject matter of transaction (such as share rights) account for more than 50% of the Company’s market value;

• (IV) The operating income of the subject matter of transaction (such as share rights) in the latest accounting year accounts for more than 50% of the audited operating income of the Company in the latest accounting year, and exceeds RMB50 million;

• (V) The profit generating from the transaction accounts for more than 50% of the audited net profit in the latest accounting year of the Company and exceeds RMB5 million;

• (VI) The net profit in connection with subject matter of transaction (such as share rights) in the latest accounting year accounts for more than 50% of the net profit audited in the latest accounting year of the Company and exceeds RMB5 million;

• (VII) Other transactions as required by the listing rules of the exchange where the Company’s shares are listed.

The net profit index in the above criteria can be exempted from application before the Company realizes profits.

The transaction amount mentioned above refers to the transaction amount paid and the debts and expenses incurred. If the transaction arrangement involves possible payment or collection of consideration in the future, and does not involve a specific amount or determines the amount according to the conditions set, the maximum amount is expected to be the transaction amount.

The market value mentioned above refers to the arithmetic average of the closing market price for 10 trading days before the transaction. If the Company implements the transaction in stages, the above provisions shall apply on the basis of the total transaction amount. The Company shall timely disclose the actual situation of the transaction by stages.

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APPENDIX V

Subject to the laws and regulations of the place where the Company is listed, Listing Rules for the Sci-Tech Innovation Board and Hong Kong Listing Rules, the following related shareholders shall abstain from voting when related party transactions are considered at shareholders’ meeting, and shall not exercise voting rights on behalf of other shareholders:

• (I) Counterparty of the transaction;

• (II) Having direct or indirect control over the counterparty;

• (III) Directly or indirectly controlled by the counterparty;

• (IV) Directly or indirectly controlled by the same legal person, natural person or other organizations as the counterparty;

• (V) Working in a counterparty, or in a legal entity that directly or indirectly controls the counterparty or a legal entity that is directly or indirectly controlled by the counterparty (applicable to a shareholder who is a natural person);

• (VI) The right to vote is restricted or affected due to the existence of unfinished equity transfer agreement or other agreements with the counterparty or its affiliates;

• (VII) Shareholders identified by the China Securities Regulatory Commission or the exchange where the Company’s shares are listed that may cause the listed company’s interests to tilt towards them.

Article 7 Without the prior approval of the shareholders’ meeting, the Company shall not enter into a contract with any person other than the directors, supervisors, general managers and other senior executives to entrust the management of all or important businesses of the Company to that person.

Article 8 The shareholders’ meeting includes annual shareholders’ meeting and extraordinary shareholders’ meeting. Annual shareholders’ meeting shall be held once a year and within 6 months after the end of the preceding financial year. The extraordinary shareholders’ meeting shall be convened when necessary. The Board of Directors shall convene an extraordinary shareholders’ meeting within 2 months from the date of any of the following circumstances:

• (I) Number of directors is less than the number stipulated in the Company Law or less than 2/3 of the number required by the Articles of Association;

• (II) The unrecovered loss of the Company reaches 1/3 of the total amount of the paid-up capital;

• (III) Shareholders holding more than 10% (including 10%) of the Company’s shares individually or in total requesting the meeting in writing;

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APPENDIX V

• (IV) The Board of Directors deems it necessary or the Board of Supervisors proposes to convene;

• (V) Two or more independent non-executive directors propose to convene;

• (VI) Other circumstances stipulated by laws, administrative regulations, department rules, listing rules of the exchange where the Company’s shares are listed, or the Articles of Association.

In circumstances of set out in Items (III), (IV) and (V), the matters proposed by the convener shall be included in the agenda of the shareholders’ meeting.

Article 9 The Company shall convene the shareholders’ meeting in accordance with the laws and regulations as well as the Articles of Association to ensure that shareholders can exercise their rights in accordance with the law. If the shareholders’ meeting cannot be held within the prescribed time limit, the reasons and subsequent plans shall be disclosed before the expiration of the time limit.

Article 10 The Company may employ lawyers to issue legal opinions on the following issues when holding the shareholders’ meeting:

• (I) Whether the procedure for holding and convening the meeting complies with laws, administrative regulations and the Articles of Association;

• (II) Whether the eligibility of the participants and convener is legal and valid;

• (III) Whether the voting procedure and results are legal and valid;

• (IV) Legal opinions on other issues at the Company’s request.

Chapter III Convening of Shareholders’ Meeting

Article 11 The Board of Directors shall convene shareholders’ meeting on time in accordance with the Articles of Association and these Rules.

Article 12 With the consent of more than half of all independent non-executive directors, the independent non-executive directors have the right to propose to the Board of Directors to convene an extraordinary shareholders’ meeting. For proposals required by independent non-executive directors to convene extraordinary shareholders’ meeting, the Board of Directors shall give a written feedback of agreement or disagreement to convene extraordinary shareholders’ meeting within 10 days upon receiving the proposal in accordance with laws, administrative regulations, the listing rules of the exchange where the Company’s shares are listed and the Articles of Association.

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APPENDIX V

Article 13 Board of Directors agreeing to convene an extraordinary shareholders meeting shall give notice of convening within 5 days after making resolution; Board of Director disagreeing shall give reasons.

Board of Supervisors shall have the right to propose to Board of Directors for convening an extraordinary shareholders’ meeting and shall do so by giving the proposal in writing. The Board of Directors shall give a written feedback of agreement or disagreement to convene the extraordinary shareholders’ meeting within 10 days upon receiving the proposal in accordance with laws, administrative regulations, the listing rules of the exchange where the Company’s shares are listed and the Articles of Association.

Board of Directors agreeing to convene the extraordinary shareholders’ meeting shall give notice of convening within 5 days after making resolution; any modification on the original proposal in the notice shall be approved by Board of Supervisors.

Board of Directors disagreeing to convene an extraordinary shareholders’ meeting or fails to give the written feedback within 10 days after receiving the proposal will be deemed as unable to or refusing to fulfill the obligations of convening shareholders’ meeting, and Board of Supervisors can convene and preside over the meeting by itself.

Article 14 Shareholders holding more than 10% of the shares of the Company individually or in aggregate may sign one or more written requests in the same format and content, request the Board of Directors to convene an extraordinary shareholders’ meeting or a class meeting, and specify the agenda of the meeting. Board of Directors shall give a written feedback of agreement or disagreement on convening an extraordinary shareholders’ meeting or a class meeting within 10 days upon receiving the request in accordance with laws, administrative regulations, the listing rules of the exchange where the Company’s shares are listed and the Articles of Association.

If the Board of Directors agrees to convene an extraordinary shareholders’ meeting or a class meeting, it shall issue the notice within 5 days after its decision, and modifications to the original request in the notice shall be approved by relevant shareholders.

If the Board of Directors disagrees to convene the extraordinary shareholders’ meeting or a class meeting or fails to give its feedback within 10 days after receiving the request, shareholders holding more than 10% of the shares individually or in aggregate shall have the right to propose to the Board of Supervisors for convening an extraordinary shareholders’ meeting or a class meeting, and shall submit a request in writing to the Board of Supervisors.

If the Board of Supervisors agrees to convene an extraordinary shareholders’ meeting or a class meeting, it shall issue the notice within 5 days after receiving the request, and modifications to the original proposal in the notice shall be approved by relevant shareholders.

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If the Board of Supervisors fails to give notice of the shareholders’ meeting within the prescribed time limit, it shall be deemed that the Board of Supervisors will not convene and preside over the shareholders’ meeting. Shareholders holding more than 10% of the shares alone or in total for more than 90 consecutive days may convene and preside over the meeting on their own.

The Board of Supervisors or shareholders deciding to convene shareholders’ meeting shall inform the Board of Directors in writing and file the record to the relevant CSRC agency at the location of the Company and the stock exchange. Prior to the announcement on the resolution of shareholders’ meeting, the shareholding of the convening shareholders shall not be lower than 10%. The convening shareholders shall, at the time of issuing the notice of shareholders’ meeting and the announcement on the resolution of shareholders’ meeting, submit relevant certificates and materials to the CSRC agency and stock exchange at the location of the Company.

If the Board of Supervisors or shareholders convene the shareholders’ meeting by themselves according to the law, the Company’s Board of Directors and the secretary of the Board of Directors shall cooperate accordingly and the Board of Directors shall provide the register of shareholders on the date of share registration. The Company shall issue a notice of shareholders’ meeting in accordance with laws and regulations as well as the Articles of Association, and timely disclose other information necessary for shareholders’ decisionmaking.

The Company shall bear the cost of the shareholders’ meeting independently convened by the Board of Supervisors or shareholders.

Article 15 Board of Supervisors or shareholders deciding to convene shareholders’ meeting shall inform Board of Directors in writing.

With respect to the shareholders’ meeting independently convened by the Board of Supervisors or the shareholders, the Board of Directors and the secretary of the board shall cooperate accordingly. The Board of Directors shall provide the register of shareholders on the date of share registration. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the shareholders’ meeting.

Article 16 Shareholders’ request for convening an extraordinary shareholders’ meeting or a class meeting shall be handled in accordance with the following procedures:

• (I) Shareholders holding more than 10% (including 10%) of the shares of the Company with voting rights at the meeting to be held individually or in aggregate may sign one or more written requests in the same format, request the Board of Directors to convene an extraordinary shareholders’ meeting or a class meeting, and clarify the agenda of the meeting. The Board of Directors shall convene an extraordinary shareholders’ meeting or a class meeting as soon as possible after receiving the aforesaid written request. The aforesaid number of shares held shall be calculated according to the date of written request by shareholders.

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• (II) If the Board of Directors, within 10 days after receiving the aforesaid written request, fails to give written feedback on agreeing or disagreeing with the convening of an extraordinary shareholders’ meeting or a class meeting, shareholders holding more than 10% (including 10%) of the voting shares at the proposed meeting individually or in aggregate shall have the right to propose to the Board of Supervisors for the convening of an extraordinary shareholders’ meeting or a class meeting, and shall submit a request in writing to the Board of Supervisors. The Board of Supervisors shall convene an extraordinary shareholders’ meeting or a class meeting as soon as possible.

• (III) If the Board of Supervisors, within 10 days after receiving the aforesaid request, fails to give written feedback on agreeing or disagreeing with the convening of an extraordinary shareholders’ meeting or a class meeting, shareholders holding more than 10% (including 10%) of the voting shares at the meeting to be held individually or in aggregate for more than 90 consecutive days may convene the meeting themselves. The procedure for convening the meeting shall be the same as that for convening the shareholders’ meeting by the Board of Directors as far as possible.

If the shareholders convene and hold a meeting on their own because the Board of Directors fails to meet the aforesaid requests, the reasonable expenses incurred shall be borne by the Company and deducted from the amount owed by the Company to the derelict director.

When the Company convenes the shareholders’ meeting, the Board of Directors, the Board of Supervisors and shareholders holding more than 3% of the total voting shares of the Company individually or collectively have the right to submit proposals to the Company.

Shareholders holding more than 3% of the total voting shares of the Company individually or collectively may submit temporary proposals to the Company and submit them in writing to the convener 10 days before the convening of the shareholders’ meeting.

Chapter IV Proposal and Notice of Shareholders’ Meeting

Article 17 The content of the proposal shall fall within the scope of the power of the shareholders’ meeting, contain clear subject matter and detailed matters to be resolved and comply with relevant requirements of applicable laws, administrative regulations, the Articles of Association, laws and regulations as well as the listing rules of the place where the Company’s shares are listed.

Article 18 When the Company convenes the shareholders’ meeting, the Board of Directors, the Board of Supervisors or shareholders that separately or collectively hold over 3% of the Company’s shares have the right to submit proposals to the Company.

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Shareholders who individually or jointly holds more than 3% of shares can put forward extraordinary resolutions and submit to the convener in written form within 10 days before the convening of the shareholders’ meeting. The convener shall give supplementary notice to the shareholders’ meeting to announce the content of extraordinary resolutions within 2 days after receiving the resolutions.

Except the circumstances prescribed in the preceding paragraph, the convener shall not, after having issued the notice of the shareholders’ meeting, revise the proposal expressly set out in the notice or add new proposals.

For the proposal which is not listed in the notice to shareholders’ meeting or not in accordance with provisions of the Articles of Association, laws and regulations as well as the listing rules of the place where the Company’s shares are listed, the shareholders’ meeting cannot vote on it and make a decision.

Article 19 When the Company holds an annual shareholders’ meeting, shareholders holding more than 3% (including 3%) of the total voting shares of the Company have the right to put forward new proposals to the Company in writing. The Company shall list the matters within the scope of responsibilities of the shareholders’ meeting in the agenda of the meeting. The convener of the shareholders’ meeting shall issue a supplementary notice of the shareholders’ meeting within 2 days after receiving the proposal, notify other shareholders, and list the matters in the proposal within the scope of responsibilities of the shareholders’ meeting in the agenda of the meeting and submit them to the shareholders’ meeting for deliberation.

Article 20 When the Company convenes a shareholders’ meeting, the written notice of the meeting shall be sent 45 days before the meeting (when calculating the starting date, the Company shall not include the date of the meeting), informing all registered shareholders of the matters to be considered at the meeting and the date and place of the meeting. The shareholders who intend to attend the shareholders’ meeting shall send a written reply to the Company 20 days before the meeting.

The notice of the shareholders’ meeting shall be sent to the shareholders (regardless of whether they have the right to vote at the shareholders’ meeting) by hand or by pre-paid mail, and the address of the recipient shall be the address registered in the register of shareholders. Subject to compliance with laws, administrative regulations and the listing rules of the exchange where the Company’s shares are listed, the notice of the Company’s shareholders’ meeting may be issued in the form of a public announcement (including issuing through the Company’s website).

The announcement mentioned in the preceding paragraph shall be published in one or more newspapers designated by the competent securities regulatory body under the State Council and the securities regulatory authority of the place where the Company’s shares are listed within 45 to 50 days prior to the convening of the meeting. Once the announcement is made, it shall be deemed that all domestic shareholders have received the notice of the

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shareholders’ meeting. The Chinese and English versions of these announcements shall be published on the websites of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and the Company respectively on the same day or in a manner designated by the Stock Exchange from time to time.

Article 21 According to the written reply received 20 days before the shareholders’ meeting, the Company shall calculate the number of voting shares represented by the shareholders to attend the meeting. If the number of voting shares represented by the shareholders to attend the meeting reaches more than 1/2 of the total number of voting shares of the Company, the Company may convene a shareholders’ meeting; if not, the Company shall, within 5 days, notify the shareholders again of the matters to be considered at the meeting and the date and place of the meeting in the form of a public announcement. Upon the public announcement, the Company may convene a shareholders’ meeting.

An extraordinary shareholders’ meeting shall not decide on matters not stated in the announcement.

Article 22 The notice of the shareholders’ meeting shall meet the following requirements:

• (I) In writing;

• (II) Specify the time, place and date of the meeting;

• (III) Describe the matters to be discussed at the meeting;

• (IV) Provide shareholders with the information and explanations necessary for them to make wise decisions on the matters to be discussed; this principle includes (but is not limited to) the specific conditions and contracts (if any) to be provided for the proposed transaction and a sincere explanation of its causes and consequences when the Company proposes the merger, repurchase of shares, restructuring of share capital or other restructuring;

• (V) If any director, supervisor, general managers and other senior executives have material interests in the matters to be discussed, the nature and extent of their interests shall be disclosed. If the impact of the matters to be discussed on the directors, supervisors, general managers and other senior executives as shareholders is different from that on other shareholders of the same category, the difference shall be explained;

• (VI) Contain the full text of any special resolution to be proposed for adoption at the meeting;

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• (VII) Explanations in clear words: shareholders who have the right to attend and vote shall have the right to appoint one or more shareholders’ proxies to attend and vote on their behalf, and the shareholders’ proxies need not be the shareholders of the Company;

• (VIII) Share rights registration date of the shareholders having the right to attend the shareholders’ meeting;

• (IX) Name and telephone number of the permanent contact person;

• (X) Specify the time and place of delivery of the power of attorney for proxy voting for the meeting.

If other voting methods are required at the shareholders’ meeting, the notice shall also specify the voting time, voting procedures and matters to be considered.

Article 23 Notice and supplementary notice of the shareholders’ meeting shall fully and completely disclose specific contents of all proposals and all data or interpretation needed by shareholders to make reasonable judgment to matters to be discussed. For matters to be discussed which require opinions of independent directors, the opinions and their reasons shall be announced when the notice or supplementary notice to shareholders’ meeting is given.

If the shareholders’ meeting adopts the on-line or other means, the voting time and voting procedures through on-line or other means shall be clearly stated in the notice of the shareholders’ meeting. The starting time of voting by on-line or other means shall neither be earlier than 3:00 pm of the day before the on-site shareholders’ meeting to be convened, nor later than 9:30 am of the day on which on-site shareholders’ meeting is convened; and the ending time shall not be earlier than 3:00 pm of the day on which the on-site shareholders’ meeting ends.

The period between share rights registration date and meeting date shall not be longer than 7 working days. Once share rights registration date is fixed, it shall not be altered.

Article 24 The nomination methods and procedures for the election of directors and supervisors at the shareholders’ meeting are as follows:

• (I) Shareholders holding more than 3% of the total number of voting shares issued by the Company individually or in aggregate may submit written proposals to the shareholders’ meeting for candidates for directors and supervisors who are not staff representatives, provided that the number of nominees must comply with the provisions of the Articles of Association and must not exceed the number of candidates to be elected. The above proposals submitted by shareholders to the Company shall be delivered to the Company at least 14 days before the date of the shareholders’ meeting.

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• (II) The Board of Directors and the Board of Supervisors may, within the number stipulated in the Articles of Association and according to the number of candidates to be elected, propose a list of candidates for directors and supervisors and submit them to the Board of Directors and the Board of Supervisors for review respectively. After the Board of Directors and the Board of Supervisors have reviewed and resolved to determine the candidates for directors and supervisors, they shall submit them to the shareholders’ meeting in the form of a written proposal. The election of directors and supervisors shall fully reflect the opinions of medium and small shareholders.

• (III) The written notice on the intention of nominating candidates for directors and supervisors and the nominee’s agreement to accept the nomination, as well as the relevant written materials of the nominee, shall be sent to the Company not less than 7 days before the date of the shareholders’ meeting. The Board of Directors and Board of Supervisors shall provide the shareholders with the resumes and basic information of the candidates for directors and supervisors.

• (IV) The period (calculated from the day following the date of the notice of the shareholders’ meeting) given by the Company for the nominees and the nominated persons to submit the aforementioned notices and documents shall be not less than 7 days.

• (V) The shareholders’ meeting shall vote on each candidate for directors and supervisors as separate resolutions, except for those candidates who apply the cumulative voting system.

• (VI) If there occurs temporarily addition of directors and supervisors, the Board of Directors and the Board of Supervisors shall propose to the shareholders’ meeting for election and change.

Article 25 Where the election of directors and supervisors who are not staff representatives is scheduled to be considered in the shareholders’ meeting, the notice shall fully disclose the detailed information about the candidates for directors and supervisors, including at least the following contents:

• (I) Personal information such as education background, professional experience, part-time job, etc;

• (II) Whether the candidate has any association relationship with any controlling shareholder or de facto controller of the Company;

• (III) Number of shares of the Company held by the candidate;

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• (IV) Whether the candidate was imposed with any sanction by the China Securities Regulatory Commission or other relevant authorities or disciplinary actions by the stock exchanges;

• (V) Whether there are laws, regulations, rules and regulatory documents that prohibit the candidate from acting as directors or supervisors.

Except that directors and supervisors are elected by cumulative voting system, each candidate for directors and supervisors shall be proposed separately.

The voting in the shareholders’ meeting concerning the election of directors and supervisors may, in accordance with the provisions of the Articles of Association, adopt the cumulative voting system. In case that the proportion of shares owned by a single shareholder and its parties acting in concert is 30% or more, a cumulative voting system shall be implemented when the shareholders’ meeting votes on the election of directors and supervisors.

The cumulative voting system as stated in the preceding paragraph means that every share shall, in electing directors or supervisors at the shareholders’ meeting, have the same voting power with that of the candidate director or supervisor, and the voting power possessed by the shareholder may be exercised in a centralized manner. The Board of Directors shall announce the resume and basic information of the candidate directors and supervisors to the shareholders.

Article 26 The implementation rules for the cumulative voting system are:

Before the shareholders’ meeting votes on candidates for directors or supervisors, the person presiding over the meeting shall clearly inform the participating shareholders to implement the cumulative voting method for candidates for directors or supervisors. The Board of Directors must provide the ballot suitable for the implementation of the cumulative voting method. The secretary of the Board of Directors shall explain the cumulative voting method and instruction for filling the votes, so as to ensure the correct exercise of voting rights by shareholders.

When electing directors and cumulative voting system is implemented, independent non-executive directors and other directors shall be elected separately to ensure the proportion of independent non-executive directors in the Board of Directors of the Company.

Shareholders are free to distribute the voting rights among candidates for directors or supervisors, either in a decentralized manner on separate candidates or in a centralized manner on a single candidate. When the total amount of voting rights casted by shareholders is more than all voting rights owned by shareholders, their voting rights shall be invalid; if it is less than all voting rights owned by shareholders, the voting shall be valid and the difference shall be deemed as abstain from voting. If the last two or more candidates have the same number of votes and if all the candidates are elected, resulting in the number of elected directors or

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supervisors exceeding the number of candidates to be elected, such candidates shall be re-elected according to the procedures stipulated in the Articles of Association. If the number of elected directors or supervisors is less than the number required under the Articles of Association, the Company shall restart the cumulative voting procedure for the missing quota.

For adopted proposals in the shareholders’ meeting relating to election of director and supervisor, the appointment date of the new director and supervisor shall be the date of the shareholders’ resolution.

Article 27 Save for the cumulative voting system, the shareholders’ meeting shall vote on all proposals by separate resolutions; different proposals on one matter shall be voted based on sequence of the proposals being put forward. The shareholders’ meeting shall not postpone or refuse voting on the proposal unless due to particular causes such as force majeure resulting in the shareholders’ meeting being terminated or unable to make resolutions.

Article 28 Voting at shareholders’ meeting shall be performed in the way of disclosed ballot or other means required by the securities supervision and management rules of the place where the Company’s shares are listed.

For the same voting right, only one voting method can be selected from on-site, on-line or other voting methods. The first ballot shall prevail once repeated voting arises in the same voting right.

Article 29 Once the notice of the shareholders’ meeting is issued, in the absence of a justified reason, the shareholders’ meeting shall not be postponed or canceled and the proposals set out in the notice of the shareholders’ meeting shall not be canceled. Once it is postponed or canceled, the convener shall give the explanation within at least 2 working days before the original date of the shareholders’ meeting.

Chapter V Convening of Shareholders’ Meeting

Article 30 The Company shall hold a shareholders’ meeting at the place where the Company is domiciled or at the place specified in the notice of the shareholders’ meeting.

Shareholders’ meeting shall have meeting place set and be convened in the form of on-site meeting. The Company will also provide on-line voting to facilitate shareholders’ participation in the shareholders’ meeting. Any shareholder attending the shareholders’ meeting by the aforesaid means shall be deemed as attendance.

The Company shall, on the premise of ensuring the legality and validity of shareholders’ meeting, provide convenience for the participation by the shareholders at the shareholders’ meetings through various ways and means, including providing on-line voting platform or other modern information technology means as priority.

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Article 31 The Board of Directors and other conveners of the Company shall take necessary measures to ensure the normal order of the shareholders’ meeting. The Board of Directors and other conveners of the Company shall take measures to prevent such acts as interference of the shareholders’ meeting, provocation and infringement of the lawful rights of the shareholders, and shall report them to relevant authorities for investigation and persecution.

Article 32 Registered shareholders or shareholders’ entrusted proxies, directors, supervisors, senior executives, employed lawyers and guests invited by the convener of the meeting may attend the shareholders’ meeting, and other persons may not attend the meeting without the consent of the presider of the shareholders’ meeting.

Article 33 Shareholders may attend the shareholders’ meeting and exercise their voting rights and may also appoint others to attend the shareholders’ meeting and exercise the voting rights within the authorized scope on their behalf.

Article 34 All shareholders or their proxies having been registered on share rights registration date have the right to attend the shareholders’ meeting, and exercise their voting right in accordance with applicable laws, regulations and the Articles of Association. The Company and the convener shall not refuse for any reason.

Any shareholder who has the right to attend the shareholders’ meeting and to vote shall have the right to appoint one or more persons (who may not be shareholders) as his proxy to attend and vote on his behalf. According to the appointment of the shareholder, the shareholder’s proxy may exercise the following rights:

• (I) Shareholder’s right to speak at the shareholders’ meeting;

• (II) Request to vote by ballot on his own or jointly with others;

• (III) Exercise voting rights by ballot.

Article 35 An individual shareholder attending the meeting in person shall present the identification card or other valid documents or evidence that can prove his identity and stock account card; entrusted proxies attending the meeting shall present his valid identity certificate and shareholder’s power of attorney. An institutional shareholder shall designate its legal representative or a proxy entrusted by the legal representative to attend the meeting. The legal representative attending the meeting shall present his own identification card and valid certificates that can prove the qualification of a legal representative; entrusted proxies attending the meeting shall present his identification card and power of attorney issued by the legal representative of institutional shareholder’s unit in accordance with the laws.

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Shareholders shall entrust a proxy in writing, the instrument shall be signed by the appointing shareholder or his duly authorized attorney in writing; if the appointing shareholder is a legal person, the instrument shall be stamped with the seal of the legal person or signed by its directors or a duly authorized attorney.

Article 36 The power of attorney for voting shall be kept at the Company’s domicile or at other places designated in the notice of convening the meeting at least 24 hours before the meeting in which the voting is entrusted in the power of attorney or 24 hours before the designated voting time. Where the power of attorney for voting is signed by the authorized attorney of the appointing shareholder, the power of attorney signed upon authorization or other authorization documents shall be notarized. The notarized power of attorney or other authorization documents as well as the power of attorney for voting shall be placed in the domicile of the Company or at other places prescribed in the notice of meeting.

Where the appointing shareholder is a legal person, its legal representative or the person authorized by Board of Directors and other decision-making authority shall act as the representative to attend the shareholders’ meeting.

If the shareholder is a recognized clearing house (or its agent), the shareholder may authorize one or more persons as he thinks fit to act as his representative at any shareholders’ meeting or class meeting. However, if more than one person is authorized, the power of attorney shall specify the number and class of shares involved in that person’s authorization. The authorized person may exercise his rights on behalf of the recognized clearing house (or its agent) as if he is an individual shareholder of the Company.

Article 37 Any form of power of attorney issued by the Board of Directors of the Company to shareholders for appointing shareholders’ proxies shall allow shareholders to freely choose to instruct shareholders’ proxies to vote for or against it, and to separately give instructions on matters to be voted on each issue of the meeting. The power of attorney shall clarify whether the shareholder’s proxy may act of its own will without the instruction from the shareholder.

Except for the above provisions, the power of attorney shall also specify the following matters:

• (I) Name of the shareholder’s proxy;

• (II) Amount of shares represented by the shareholder’s proxy;

• (III) Whether the shareholder’s proxy has any voting right;

• (IV) Whether the shareholder’s proxy has the voting right on extraordinary resolutions that may be included in the agenda of the shareholders’ meeting;

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• (V) Specific instructions on which voting rights should be exercised if there are voting rights;

• (VI) Issuing date and validity period;

• (VII) If several persons are shareholders’ proxies, the power of attorney shall indicate the amount of shares represented by each shareholder’s proxy;

• (VIII) Signature (or seal) of the appointing shareholder. Where the appointing shareholder is an institutional shareholder, the power of attorney shall be stamped with the official seal.

Article 38 The register of meeting attendants shall be made by the Company. Information such as names of attendees or (company name), ID card number, address, amount of held shares or shares with voting rights, names of shareholders (or company name) they represent for shall be recorded in such register.

Article 39 The convener and the lawyer engaged by the Company shall, in accordance with the register of shareholders, jointly verify the legality of the qualification of the shareholders, register full name (or name) of the shareholders and number of shares with voting rights held by such shareholders. The registration for meeting shall end before the person presiding over the meeting announces the number of attending shareholders and proxies and the total amount of shares with voting right they held.

Article 40 If the appointing shareholder has deceased, incapacitated to act, withdrawn the appointment or the signed power of attorney, or the relevant shares have been transferred prior to the voting, the voting made by the shareholder’s proxy in accordance with the power of attorney shall remain valid as long as the Company has not received written notice of such matters before the relevant meeting.

Article 41 The shareholders’ meeting shall be convened by the Chairman of the board, and the Chairman shall be the chairman of the meeting. If the Chairman is unable to attend the meeting for certain reasons, the Vice Chairman shall be the chairman of the meeting. If the Vice Chairman is unable to attend the meeting for certain reasons, the meeting shall be presided over by a director elected by more than half of the total number of directors.

If the Board of Directors cannot or fails to perform the duty of convening the shareholders’ meeting, the Board of Supervisors that decides to convene the shareholders’ meeting on its own or the shareholder that proposes the shareholders’ meeting shall be responsible for presiding over this shareholders’ meeting. For the shareholders’ meeting independently summoned by Board of Supervisors, the Chairman of Board of Supervisors will preside over the meeting. If the Chairman of Board of Supervisors cannot or fails to perform such duty, the meeting shall be presided over by a supervisor elected by more than half of the total number of supervisors. Shareholders’ meeting independently summoned by the shareholders shall be presided over by a representative recommended by the convener.

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If, for any reason, shareholders cannot elect a person to preside over the meeting, the shareholders who hold the most voting shares (including their proxies) present at the meeting shall preside over the meeting.

Where the chairman of shareholders’ meeting violates the rules of procedure so that the meeting is unable to continue, another chairman may, with the approval of over 50% of present shareholders with voting rights, be elected by the shareholders’ meeting to continue the meeting.

Article 42 The person presiding over the meeting shall, prior to the voting, announce the number of shareholders and the proxies present, as well as the total voting shares held by such present shareholders and proxies, which shall be subject to the figures registered at the meeting.

Article 43 If the shareholders’ meeting requires all directors, supervisors, general managers and other senior executives of the Company to attend, they shall attend the shareholders’ meeting. At the shareholders’ meeting, except for matters involving the Company’s trade secrets that cannot be disclosed, the directors, supervisors, general managers and other senior executives who attend the meeting shall reply to or explain the questions raised by shareholders.

Article 44 The convener shall ensure the continuity of the shareholders’ meeting until the final resolution is adopted. If the shareholders’ meeting is suspended or cannot reach resolution due to force majeure or other special causes, necessary measures shall be taken as soon as possible to resume the shareholders’ meeting, or the shareholders’ meeting shall be terminated directly, which shall be announced in time. Meanwhile, the conveners shall report to the CSRC agency in the place where the Company is located and to the stock exchange.

Article 45 During the deliberation of proposals, only shareholders or proxies have the right to speak. The directors, supervisors, senior executives and those approved by the presider may make statements.

Chapter VI Voting of Shareholders’ Meeting

Article 46 The Company shall ensure the shareholders’ participation rights and voting rights through on-line voting, cumulative voting, solicitation voting, etc.

Article 47 Shareholders attending the shareholders’ meeting shall express one of the following opinions on proposals submitted for voting: for, against or abstain.

Incomplete votes, incorrectly completed votes, illegible votes or uncast votes shall be considered as the voters having waived their voting rights. The voting result of such voting shares shall be counted as “abstain”.

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Article 48 Resolutions of the shareholders’ meeting include ordinary resolutions and special resolutions.

The ordinary resolution made at shareholders’ meeting shall be approved by more than 1/2 of the voting rights of shareholders (including shareholders’ proxy) attending the meeting.

The special resolution made at shareholders’ meeting shall be approved by more than 2/3 of the voting rights of shareholders (including shareholders’ proxy) attending the meeting.

Article 49 A shareholder (including his proxy), when voting at a general meeting, may exercise his voting rights according to the number of voting shares he holds. Each share shall carry one voting right. However, the Company’s shares held by the Company do not carry voting rights, and shall not be counted in the total number of voting rights represented by the shareholders present at the shareholders’ meeting.

During deliberation of major matters concerning the interests of medium-small investors at shareholders’ meeting, voting by medium-small investors shall be counted separately. Separate-counting results shall be disclosed timely and publicly.

The Company’s Board of Directors, independent directors and the shareholders who have fulfilled the relevant conditions may publicly solicit the voting right of shareholders. When soliciting shareholders’ voting rights, the specific voting intentions and other information shall be fully disclosed to persons whose voting rights are being solicited. It is prohibited to solicit shareholder’s voting rights by means of compensation or compensation in disguised form. The Company shall not impose minimum shareholding restrictions on soliciting the voting right.

In accordance with applicable laws and regulations and the listing rules of the exchange where the Company’s shares are listed, if any shareholder has to give up voting on any individual resolution or is restricted to vote for or against only, any vote made by the shareholder (or his proxy) in violation of the relevant regulations or restrictions shall not be counted in the voting results.

Article 50 Voting at shareholders’ meeting shall be conducted by disclosed ballot or other means required by the securities supervision and management rules of the place where the Company’s shares are listed.

Article 51 If the matter requiring voting is to elect the chairman of the meeting or to suspend the meeting, a voting shall be conducted immediately; other matters requiring voting shall be decided by the chairman when to hold the voting, the meeting may continue to discuss other matters, and the voting results shall still be regarded as the resolution passed at the meeting.

Article 52 When voting, shareholders with two or more votes (including shareholder’s proxies) need not cast all their votes in the same manner.

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Article 53 When the affirmative votes are equal to the negative votes, the chairman of the meeting shall have one casting vote.

Article 54 Proposals shall not be revised when being considered at the shareholders’ meeting; otherwise, the revision shall be deemed as a new proposal and shall not be voted at the current shareholders’ meeting.

Article 55 For the same voting right, only one voting method can be selected from on-site, on-line or other voting methods. The first ballot shall prevail once repeated voting arises in the same voting right.

Article 56 The following matters shall be resolved by way of ordinary resolution at the shareholders’ meeting:

• (I) Work reports of the Board of Directors and Board of Supervisors;

• (II) Profit distribution schemes and loss recovery schemes drawn up by the Board of Directors;

• (III) Appointment, dismissal and remuneration and payment methods thereof for members of the Board of Directors and Board of Supervisors (except for employee representative supervisor);

• (IV) Annual report, annual budget and final accounts, balance sheet, income statement and other financial statements of the Company;

• (V) Recruitment and dismissal of accounting firm;

• (VI) Matters other than those on which special resolutions shall be proposed as stipulated in laws, administrative regulations or Articles of Association.

Article 57 The following matters shall be resolved by way of special resolution at the shareholders’ meeting:

• (I) The Company increases or reduces its share capital and issues shares of any class, warrants and other similar securities;

• (II) The Company issues corporate bonds;

• (III) Demerger, merger, dissolution and liquidation of the Company;

• (IV) Change of corporation form;

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• (V) any purchase or disposal of significant assets made or guarantee provided by the Company within one year, with the total assets or the transaction amount exceeding 30% of the latest audited total assets of the Company;

• (VI) Amendment of the Articles of Association;

• (VII) Deliberation and approval of the guarantees stipulated in the Articles of Association that need to be approved by special resolution;

• (VIII) Review and implement the share incentive plan;

• (IX) Adjust the profit distribution policy and loss recovery plan of the Company;

• (X) Other matters provided in laws, administrative regulations or the Articles of Association, or deemed by shareholders’ meeting as having significant potential influence upon the Company by means of ordinary resolutions, and should be approved by special resolutions;

• (XI) Other matters required by the listing rules of the exchange where the Company’s shares are listed to be approved by special resolutions.

Article 58 When matters concerning related party transactions are considered at a shareholders’ meeting, the related shareholders shall not participate in voting, and the number of the shares with voting right it represents shall not be calculated in the total number of valid votes; the announcement on resolution of shareholders’ meeting shall fully disclose the voting of non-related shareholders; when the shareholders’ meeting votes on the related party transactions, after deducting the number of voting shares represented by the related shareholders, the non-related shareholders present at the shareholders’ meeting shall vote in accordance with relevant provisions of the Articles of Association.

Article 59 When matters concerning related transactions are considered at a shareholders’ meeting, the abstaining and voting procedures of related shareholders are as follows:

• (I) The matters deliberated on by the shareholders’ meeting are related to a shareholder, such shareholder shall disclose the relationship to the Board of Directors of the Company before the shareholders’ meeting is held;

• (II) When the shareholders’ meeting deliberates on matters in relation to related party transactions at the meeting, the presider shall announce the related shareholders, and explain the relationship between the related shareholders and related party transactions;

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• (III) The presider shall announce that the related shareholders shall abstain from voting, and the non-related shareholders shall consider and vote on the matters of related party transactions;

• (IV) Resolutions on related matters must be passed by more than half of the voting shares of non-related shareholders present at the meeting.

If the related shareholders fail to disclose or abstain from voting on the related matters in accordance with the above procedures, the resolution concerning the related matters shall be invalid.

Article 60 Prior to the voting on the proposal in the shareholders’ meeting, two shareholders shall be chosen to participate in vote calculation and scrutineer. Where the matters to be considered are related to shareholders, related shareholders and proxies shall not participate in the vote calculation or scrutineer.

When the shareholders’ meeting is voting on the proposal, the lawyer, shareholder’s representative and supervisor’s representative shall be jointly responsible for vote calculation, scrutineer and the voting results shall be announced at the meeting, and the voting results shall be recorded in the meeting minutes.

Shareholders of the Company or their proxies voting via on-line or other methods have the right to check their own voting result via corresponding voting system.

Article 61 End time of on-site shareholders’ meeting shall be not earlier than online or other voting methods; the presider shall announce the voting status and results of each proposal, and announce whether the proposal is adopted based on voting results on site.

Prior to the formal announcement of the voting result, the company, vote counter, scrutineer, major shareholders and on-line service provider involved in the shareholders’ meeting in on-site, online and other forms of voting shall bear duty of confidentiality regarding the voting results.

Article 62 The chairman of the meeting can organize vote counting in case of any doubt to voting result; if the chairman fails to count the votes, shareholders or their proxies present who objects to the voting result can demand for vote counting immediately after voting result announcement, and the chairman shall immediately organize vote counting.

Article 63 If shareholders’ meeting conducts the vote counting, the counting result shall be recorded in the meeting minutes. The meeting minutes shall be kept at the Company’s domicile together with the attendance record of the shareholders present and the power of attorney of proxies present.

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Article 64 Prior to the formal announcement of the voting result, the company, vote counter, scrutineer and major shareholders related to the shareholders’ meeting shall have duty of confidentiality for the voting results.

Article 65 The presider of a meeting shall announce the voting status and results of each proposal on the spot of the meeting, and announce whether the proposal is adopted on the basis of the voting results.

Chapter VII Special Voting Procedures for Class Shareholders

Article 66 Shareholders holding different classes of shares are class shareholders.

Class shareholders have rights and obligations in accordance with the provisions of laws, administrative regulations and the Articles of Association.

Article 67 Rights conferred on any class shareholders may not be varied or abrogated, unless such variation or abrogation is approved by way of a special resolution at a shareholders’ meeting and by a separate general meeting of the affected class shareholders in accordance with Articles 69 to 73.

Article 68 The rights of shareholders of a certain class shall be deemed to have been varied or abrogated in the following circumstances:

• (I) An increase or decrease in the number of shares of such class, or an increase or decrease in the number of shares of a class having voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;

• (II) A conversion of all or part of the shares of such class into shares of another class, a conversion of all or part of the shares of another class into the shares of such class or the grant of the right to such conversion;

• (III) A removal or reduction of rights to accrued dividends or cumulative dividends attached to the shares of such class;

• (IV) A reduction or removal of the preferential rights attached to the shares of such class for receiving dividends or for the distribution of assets during the liquidation of the Company;

• (V) An addition, removal or reduction of the rights attached to the shares of such class, including the rights of conversion, options, voting and transfer, pre-emptive rights, and the rights to acquire the securities of the Company;

• (VI) A removal or reduction of rights attached to the shares of such class to receive payables from the Company in a particular currency;

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• (VII) A creation of a new class of shares with voting or distribution rights or other privileges equal or superior to the shares of such class;

• (VIII) An imposition of restriction or additional restrictions on the transfer or ownership of shares of such class;

• (IX) An issuance of rights to subscribe for, or convert into, shares of such class or another class;

• (X) An increase in the rights or privileges of shares of another class;

• (XI) Restructuring of the Company which results in shareholders of different classes bearing disproportionate burdens of obligations; and

• (XII) Any amendment or cancellation of the provisions of this section.

Article 69 For affected class shareholders, regardless of whether they originally had voting rights at the shareholders’ meeting, in matters related to Items (II) to (VIII), (XI) to (XII) of Article 68, these shareholders all have voting rights at the class meeting but interested shareholders have no voting rights at the class meeting.

• “Interested shareholders” mentioned in the preceding paragraph means:

• (I) In the event that the Company issues a repurchase offer to all shareholders in the same proportion in accordance with the provisions of the Articles of Association or repurchases its own shares through public trading on the stock exchange, the “interested shareholders” refer to the controlling shareholders as defined in the Articles of Association;

• (II) In the event that the Company repurchases its shares by agreement outside the stock exchange in accordance with the provisions of the Articles of Association, the “interested shareholders” refer to shareholders related to this agreement;

• (III) In the reorganization plan of the Company, the “interested shareholders” refer to shareholders who assume responsibilities at a lower proportion than other shareholders in this class or shareholders who have different interests with other shareholders in this class.

Article 70 The resolution of the class meeting shall be approved by more than 2/3 of the voting rights of the shareholders present at the class meeting in accordance with Article 69.

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Article 71 When the Company convenes a class meeting, the written notice shall be issued 45 days before the meeting, informing all registered shareholders of this class of the matters to be considered at the meeting and the date and place of the meeting. The shareholders who intend to attend the meeting shall send a written reply to the Company 20 days before the meeting. The quorum required for any class meeting (but excluding the adjourned meeting) convened for the purpose of considering altering the rights of any class of shares must be the holders of at least 1/3 of the issued shares of such class.

If the number of voting shares represented by the shareholders to attend the meeting reaches more than 1/2 of the total number of voting shares of this class at the meeting, the Company may convene the class meeting; if not, the Company shall, within 5 days, notify the shareholders again of the matters to be considered at the meeting and the date and venue of the meeting in the form of a public announcement. Upon the public announcement, the Company may convene the class meeting.

Article 72 If a class meeting is convened by issuing a notice of the meeting, such notice shall only be delivered to the shareholders who have the right to vote at the meeting.

The class meeting shall be held in the same procedure as the shareholders’ meeting as far as possible. The provisions of the Articles of Association concerning the procedure for holding the shareholders’ meeting shall apply to the class meeting.

Article 73 In addition to holders of other classes of shares, domestic shareholders and overseas-listed foreign shareholders are regarded as different classes of shareholders.

Special voting procedures for class shareholders are not applicable under the following circumstances:

• (I) Where the Company issues domestic shares and overseas-listed foreign shares, upon approval by a special resolution of its shareholders at a shareholders’ meeting, either separately or concurrently once every 12 months, not exceeding 20% of each of the existing issued domestic shares and overseas-listed foreign shares of the Company;

• (II) Where the Company’s plan to issue domestic shares and overseas-listed foreign shares upon its incorporation is implemented within 15 months from the date of approval by the securities regulatory authorities under the State Council; or

• (III) Where with the approval by the securities regulatory authorities of the State Council the shareholders who hold the domestic shares of the Company transfer the shares held by them to foreign investors and cause these shares to be listed and traded on an overseas stock exchange.

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Chapter VIII Resolutions and Records of Meetings

Article 74 Resolutions of the shareholders’ meeting shall be announced in a timely manner and the announcement should set out the number of shareholders and proxies present, total number of voting shares held, proportion to total voting shares of the Company, voting method, voting results of each proposal, and details of each resolution adopted.

Article 75 Proposals not adopted or modifications on resolutions of the previous shareholders’ meeting shall be mentioned specifically in the resolutions of the Shareholders’ meeting.

Article 76 The secretary of the board shall be responsible for the minutes of shareholders’ meeting and the meeting minutes shall contain the following content:

• (I) Time, place and agenda of the meeting as well as name of the meeting convener;

• (II) Names of the presider as well as directors, supervisors, secretary of the board, general managers and other senior executives present at or attending the meeting;

• (III) Number of shareholders and proxies attending the meeting, total number of shares with voting rights held by them and the proportion of shares to the total shares of the Company;

• (IV) Description of the deliberation process of each proposal, key points of speeches and voting results;

• (V) Shareholders’ inquiry or suggestion and corresponding reply or explanation;

• (VI) Names of the lawyer, vote counter and scrutineer;

• (VII) Other items that shall be recorded as required under the Articles of Association.

Directors, supervisors, secretary of the board, meeting convener or its representative and meeting presider shall sign the meeting minutes, and shall ensure the meeting minutes are true, accurate and complete. The meeting minutes shall be kept together with the attendance records of shareholders present and power of attorney of proxies present and valid data of voting by on-line or other ways for ten years.

Article 77 Shareholders can inspect the copy of the meeting minutes for free during the Company’s office hours. If any shareholder requests a copy of the relevant meeting minutes from the Company, the Company shall send the copy within 7 days after verifying the identity of shareholders and receiving reasonable fees.

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Chapter IX Supplementary Provisions

Article 78 These Rules are annexes to the Articles of Association and have the same legal effect as the Articles of Association.

Article 79 Where matters not covered in these Rules are inconsistent with the provisions of promulgated or amended laws, regulations or Articles of the Association, they shall be implemented in accordance with the provisions of laws, regulations and Articles of Association.

Article 80 The terms “above”, “below” and “within” as mentioned in these Rules contain the principal number, while “over”, “below” and “more” do not contain the principal number.

Article 81 The power of interpretation of these Rules shall be vested in the Board of Directors of the Company. Any matters not covered in the Articles of Association shall be approved by the shareholders’ meeting upon submission by the Board of Directors.

Article 82 These Rules shall come into effect on the day when the Company’s shares are listed on the Sci-Tech Innovation Board of Shanghai Stock Exchange after being reviewed and approved by the shareholders’ meeting of the Company.

• Note: If there is any inconsistency between the English and Chinese versions of the rules of procedures, the Chinese version shall prevail.

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RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

Chapter I General

Article 1 In order to protect the rights and interests of the Shanghai Junshi Biosciences Co., Ltd.* (hereinafter referred to as the “Company”) and the shareholders, regulate the behavior of the directors, establish a standardized organizational structure and operational procedures of the Board of Directors, and ensure that the Company’s business decisions are efficiently and orderly conducted, these Rules are formulated in accordance with the provisions of the Company Law of the People’s Republic of China (hereinafter referred to as the Company Law) and relevant laws and regulations, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as well as the Articles of Association of Shanghai Junshi Biosciences Co., Ltd. (hereinafter referred to as the Articles of Association).

Article 2 From the effective date, these Rules shall become legally binding documents to regulate the organization and behavior of the Board of Directors of the Company and regulate the functions and powers, duties, rights and obligations of the chairman of the board, directors and secretaries of the board in the Company.

Chapter II Directors

Article 3 A director is a natural person and does not need to hold shares in the Company. Candidates for directors shall meet the following requirements:

• (I) Having not been subject to administrative punishment by the China Securities Regulatory Commission in recent 3 years;

• (II) Having not been subject to public censure or more than two public notices by a stock exchange in recent 3 years;

• (III) Have not been in a period publicly recognized by a stock exchange as unsuitable to serve as a director of a listed company.

The above period shall be calculated starting from the date of the shareholders’ meeting at which the directors are proposed to be elected.

Article 4 The following persons shall not serve as directors:

• (I) With no or limited capacity for civil conduct;

• (II) Sentenced to prison due to corruption, bribery, conversion of property, misappropriation of property and sabotage of social economic order, with a discharge period of less than 5 years; or having been deprived of political rights as a result of a criminal conviction, with a discharge period of less than 5 years;

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• (III) Serving as the director or factory director and the general manager of companies and enterprises under bankruptcy liquidation and having individual responsibility for the bankruptcy of the companies and enterprises within 3 years since bankruptcy and liquidation of the companies and enterprises;

• (IV) Acting as the legal representative of a company or enterprise whose business license was revoked and which was ordered to close down due to its violation of law, and is personally responsible for such revocation, with the revocation period of less than 3 years;

• (V) Owing comparatively large amount of debt which is overdue and not yet fully repaid;

• (VI) Punishment by China’s Securities Regulatory Commission as prohibition from access to securities market for a period which has not expired;

• (VII) Other contents prescribed by laws, administrative regulations and department rules.

Election or appointment of directors in violation of this Article shall be invalid. Directors having such conducts as prescribed in this Article during their term shall be dismissed by the Company.

Article 5 The candidates for directors for the first session of the Company’s board of directors shall be nominated by the promoter shareholders. During the change of the session of the Board of Directors, the candidates for new directors shall be nominated by the original Board of Directors; in the event of vacancy in the Board of Directors arising from a director’s resignation, retirement, death, incapacity or dismissal by the shareholders’ meeting, the successor candidate shall be nominated by the current Board of Directors.

The shareholders holding more than 3% shares of the Company individually or in aggregate have the right to nominate new director candidate to the Company.

Article 6 The directors shall be elected and replaced by the shareholders’ meeting, and the election of directors shall be approved by ordinary resolutions at the shareholders’ meeting, which means the resolution must be passed by more than half of the voting rights of the shareholders attending the shareholders’ meeting.

Article 7 The term of office of directors shall be 3 years from the adoption date of the resolution of the shareholders’ meeting until the expiration of the term of office of the current Board of Directors. Upon expiration of the term of office, the director may be reappointed. Prior to the expiration of the term of office, the shareholders meeting shall not dismiss, without cause, the post of the director. Where the directors’ term of office is expired but the reelection has not been made in time, prior to the appointment of the reelected directors, the original director shall continue to perform his director duties in accordance with laws, administrative regulations, department rules and provisions hereof.

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General managers or other senior executives can serve as directors concurrently, but the number of directors serving as general manager or other senior executives concurrently and the directors served by staff representative shall not be more than one half of total number of directors.

Article 8 Directors of the Company shall have the following rights:

• (I) Attend meetings of the Board of Directors;

• (II) Obtain notice for the meeting of the Board of Directors and the meeting documents in a timely manner;

• (III) Receive notice for the assembly of the shareholders’ meeting and attend the assembly of the shareholders’ meeting in a timely manner;

• (IV) Submit proposals to the Board of Directors individually or jointly;

• (V) Exercise the voting right independently at meetings of the Board of Directors, each director shall have one vote;

• (VI) Express his own opinions and views to each proposal submitted to the Board of Directors for discussion independently at the meeting of the Board of Directors;

• (VII) Supervise the implementation of the resolutions of the meeting of the Board of Directors;

• (VIII) Sign contracts, agreements or other legal documents on behalf of the Company according to authorization by the Board of Directors;

• (IX) Participate in the investigation, planning, negotiation and contract signing for the Company’s external investment projects on behalf of the Company according to authorization by the Board of Directors;

• (X) Engage in other acts on behalf of the Company according to the decision of the Board of Directors;

• (XI) Other functions and powers granted by the shareholders’ meeting or the Board of Directors of the Company;

• (XII) Other rights stipulated by laws, regulations, the Articles of Association or these Rules.

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Article 9 The directors shall abide by the laws, administrative regulations and the Articles of Association, and assume the following fiduciary duties:

• (I) Not to abuse power to accept bribery or other illegal income and to misappropriate the Company’s assets;

• (II) Not to embezzle the Company’s fund;

• (III) Not to open an account in his (her) own name to deposit the funds and assets of the Company;

• (IV) Not to violate the requirements of the Articles of Association by lending the Company’s funds to others or providing guarantee for others by using the Company’s assets without the approval of the shareholders’ meeting or the Board of Directors;

• (V) Not to violate the requirements of the Articles of Association by, or without the approval of the shareholders’ meeting, concluding a contract or conducting a transaction with the Company;

• (VI) Not to, without the consent of the shareholders meeting, abuse its power to seek business opportunities for himself(herself) that should be attributed to the Company, to operate independently or jointly with others the same kind of business as that of the Company;

• (VII) Not to peculate the commissions of the Company;

• (VIII) Not to reveal the confidential information of the Company without permission;

• (IX) Not to abuse its associated relations to impair the interests of the Company;

• (X) Perform other fiduciary duties prescribed in laws, administrative regulations, department rules and the Articles of Association.

Directors’ income obtained by breaching the provisions of this Article shall belong to the Company; if the Company suffers from losses caused thereby, such directors shall also bear the compensation liability.

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Article 10 The directors shall abide by laws, administrative regulations and the Articles of Association, and assume the following diligence duties:

• (I) Exercise meticulously, gravely and diligently the rights authorized by the Company to ensure the Company’s business acts are in compliance with the requirements of national laws, administrative regulations and national economic policies, and business activities are not beyond the scope prescribed in the business license;

• (II) Treat all the shareholders fairly;

• (III) Understand the business management of the Company in a timely manner;

• (IV) Provide signed written confirmation to the Company’s regular reports to ensure that the information disclosed by the Company is true, accurate and complete;

• (V) Truthfully provide relevant information and materials to the Board of Supervisors, and do not impede the Board of Supervisors in exercising its functions and powers;

• (VI) Perform other diligence obligations set out in laws, administrative regulations, department rules and the Articles of Association.

Article 11 Any director shall maintain the confidentiality of the Company’s secrets known to him or her (including, but not limited to, proprietary technology, design, procedures, management know-how, customer lists, production and marketing strategies, pre-tender estimate and tender contents for tendering and bidding); the director shall not disclose or use them for other purposes.

Without the informed consent of the shareholders’ meeting, the director shall not disclose confidential information about the Company obtained during the term of office; however, such information may be disclosed to the court or competent government authorities under the following circumstances:

• (I) It is stipulated in the law;

• (II) It is required for public interests;

• (III) It is required for the director’s own legal interests;

Any director shall not be allowed to use inside information to benefit himself or any other person.

If any director violates his duty of confidentiality, the Company may institute legal proceedings to the maximum extent according to the laws and regulations.

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Article 12 The director shall sign on the resolutions of the Board of Directors and bear responsibility for the resolution of the Board of Directors. In case that the resolution of the Board of Directors violates laws and regulations or the Articles of Association, resulting in losses of the Company, the directors participating in the resolution shall be liable for compensation to the Company. However, the director may be exempted from liability if it is proved that the objection was expressed during voting and recorded in the minutes.

Article 13 Unless otherwise provided under the Articles of Association or legally authorized by Board of Directors, no director can act on its own name on behalf of the Company or the Board of Directors. When a director is acting in his (her) own name, in circumstances where a third party may reasonably believe that such director is acting on behalf of the Company or Board of Directors, the director shall declare its position and identity in advance.

Article 14 When the Board of Directors of the Company is considering related transactions matters, the related directors shall abstain from voting. The meeting of the Board of Directors shall be held when more than half of the unrelated directors are present. Any resolution made at the meeting of the Board of Directors shall be approved by more than half of the unrelated directors. If the number of unrelated directors attending the board meeting is less than three, the Company shall submit such transaction to shareholders meeting for deliberation.

The related directors include the directors involving any of the following circumstances:

• (I) Counterparty of the transaction;

• (II) Direct or indirect controller of the counterparty;

• (III) Holding a post in the counterparty or a legal entity or other organization having direct or indirect control over the counterparty;

• (IV) Close family members of the counterparty or its direct or indirect controller (including spouses, children over the age of 18 years and their spouses, parents and parents-in-law, siblings and their spouses, siblings of their spouses and parents of their children’s spouses);

• (V) Close family members of the directors, supervisors or senior executives of the counterparty or its direct or indirect controller (including spouses, children over the age of 18 years and their spouses, parents and parents-in-law, siblings and their spouses and siblings of their spouses);

• (VI) Directors whose independent commercial judgment may be affected as determined by the CSRC, the Shanghai Stock Exchange and the Company on the basis of the principle of substance over form.

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Where the individual directors or other enterprises he works for have related relationship directly or indirectly in the existing or intended contracts, transactions or arrangements of the Company (except for the employment contracts), the nature and extent of the related relationship shall be disclosed to the Board of Directors as soon as possible, regardless of whether the relevant matters require the approval of the Board of Directors under normal circumstances.

The deliberative procedures for related transactions involving related directors shall be carried out in accordance with the specific provisions of the Company. The Company shall have the right to revoke relevant contracts, transactions or arrangements for related transactions involving related directors that have not been considered in accordance with the procedures, except where the counterparty is a third party in good faith.

Article 15 The director can submit the resignation before expiration of the term. The director who resigns shall submit a written resignation report to the Board of Directors.

If the number of directors is lower than the legal minimum quorum due to the resignation of a director, the resignation of the director shall take effect only after the approval of the shareholders’ meeting and the appointment of the successor director. In addition, the Board of Directors has the right to approve the resignation of any director, but a proposal for the election of the new director shall be submitted to the nearest shareholders’ meeting after the resignation of the director. The Board of Directors or shareholders holding or jointly holding more than 3% of the total number of outstanding voting shares issued by the Company have the right to nominate candidate for new director.

In the event that reelection is not made promptly upon expiry of the term of a director, or the resignation of a director results in the members of the Board of Directors below the quorum, the former director shall remain to fulfill his director’s duty in accordance with laws, administrative regulations and provisions of the Articles of Association before the appointment reelected director takes effect.

Article 16 A director may be dismissed from his post at any time by resolution of the shareholders’ meeting under any of the following circumstances:

• (I) Those who have seriously violated the obligations of directors stipulated by the Articles of Association or these Rules;

• (II) Those who have caused substantial economic losses to the Company due to gross mistakes;

• (III) Those who, after trial by a people’s court, have been investigated for criminal responsibility;

• (IV) Those who underwent education through labour;

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• (V) Those who have failed to attend the meeting of the Board of Directors in person for two successive times and have not entrusted other directors to attend the meeting of the Board of Directors;

• (VI) Directors who no longer have the qualifications stipulated in these Rules.

Article 17 The remuneration for each director (including, but not limited to, wages, allowances, subsidies, bonuses, director fees, pensions and retirement compensation) shall be decided by the shareholders’ meeting at its full discretion.

In approving the remuneration for each director, the shareholders’ meeting shall give due consideration to the operating status of the Company, the industry status of the Company, the personal ability of the director and his contribution to the Company.

Article 18 The Company shall not pay tax for the directors in any form.

Chapter III Composition and Authority of the Board of Directors

Article 19 The Board of Directors shall consist of 15 directors. The Board of Directors shall have one chairman. The Board of Directors is accountable to the shareholders’ meeting, and is the operation decision-making body of the Company. It exercises the following functions and powers:

• (I) to be responsible for convening shareholders meeting and report its work at the shareholders’ meeting;

• (II) to implement resolutions of the shareholders’ meeting;

• (III) to decide on the Company’s business plans and investment programs;

• (IV) to formulate the annual financial budgets and final accounts of the Company;

• (V) to formulate the Company’s profit distribution plans and loss recovery plans;

• (VI) to formulate proposals for the Company to increase or decrease its registered capital, issue corporate bonds or other securities and pursue any listing thereof;

• (VII) to formulate plans for the Company’s material acquisitions or disposals and repurchase of shares of the Company, or merger, division, dissolution and alteration of corporate form of the Company;

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• (VIII) within the scope authorized by the shareholders’ meeting, to decide, among others, the Company’s external investment, purchase and sale of assets, provision of security on the Company’s assets, external guarantees, wealth management entrustment and related party transactions;

• (IX) to decide on establishment of internal management organizations of the Company;

• (X) to appoint or dismiss the general manager and secretary of the board of the Company; to appoint or dismiss deputy general manager, financial administrator and other senior executives in the Company according to the general manager’s nomination, and determine their remuneration, rewards and punishments;

• (XI) to formulate the basic management system of the Company;

• (XII) to formulate proposals to amend the Articles of Association;

• (XIII) to manage the Company’s information disclosure;

• (XIV) to propose at the shareholders’ meeting the appointment or change of the accounting firms which provide audit services to the Company;

• (XV)to listen to work reports submitted by the general manager and review his work;

• (XVI) other functions and powers granted by laws, administrative regulations, department rules, the Articles of Association or these Rules.

Article 20 The Board of Directors shall explain to shareholders’ meeting non-standard audit opinions of financial reports given by certified public accountant.

Article 21 The Board of Directors shall be responsible for examining and approving transactions within the scope authorized by the shareholders’ meeting (including external investment, acquisition and sales of assets, entrusted financial management, entrusted loans, asset mortgage and loans), with specific authority as follows:

• (I) The total assets involved in the transaction (the greater one will prevail in case both book value and assessed value are available) account for more than 10% of the latest audited total assets of the Company;

• (II) The transaction amount accounts for more than 10% of the Company’s market capitalization;

• (III) The net assets of the subject matter of transaction (such as equity interests) account for more than 10% of the Company’s market capitalization in the latest accounting year;

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• (IV) The relevant operating income of the subject matter of transaction (such as equity interests) in the latest accounting year accounts for more than 10% of the audited operating income of the Company in the latest accounting year, and exceeds RMB10 million;

• (V) The profit generating from the transaction accounts for more than 10% of the audited net profit in the latest accounting year of the Company and exceeds RMB1 million;

• (VI) The net profit in connection with the subject matter of transaction (such as equity interests) in the latest accounting year accounts for more than 10% of the net profit audited in the latest accounting year of the Company and exceeds RMB1 million.

The net profit index in the above criteria can be exempted from application before the Company realizes profits.

The shareholders’ meeting shall authorize the Board of Directors to review and approve the matters within the above limits of authority, and the matters beyond the scope of authorization shall be submitted to the shareholders’ meeting for review and approval upon unanimous consent of the Board of Directors.

Article 22 The external guarantee provided by the Company shall be submitted to the Board of Directors for deliberation.

The external guarantee to be examined and approved by the shareholders’ meeting must be deliberated by the Board of Directors before being submitted to the shareholders’ meeting for examination and approval.

Article 23 Unless otherwise specified in the Articles of Association, Related Transactions Management System and other internal management systems of the Company, and save for related transactions required to be submitted to shareholders’ meeting for approval, other related transactions matters shall be approved by the Board of Directors.

The Board of Directors of the Company shall consider the related transactions under the authority granted by the shareholders’ meeting. When the Board of Directors of the Company considers related transactions, the related directors shall abstain from voting. In case of insufficient quorum in the Board of Directors due to related director abstaining from voting, all directors (including the related directors) shall make a resolution on the procedural issues such as the submission of such transactions to the shareholders’ meeting of the Company for consideration, and the shareholders’ meeting shall make a relevant resolution on such transactions.

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Chapter IV Meeting Procedures

Article 24 The chairman of the board shall convene and preside over meetings of the Board of Directors to examine the implementation of the resolutions of the Board of Directors. In case that the chairman cannot or does not perform his duty, a director shall be elected jointly by more than half of the directors to perform such duties.

Article 25 The Board of Directors shall hold at least four regular meetings every year, one of which shall be held in the first half year to consider the annual work report and the profit distribution plan of the Company in the previous year. The regular meeting shall be convened by the chairman of the Board and shall be notified in writing to all directors and supervisors 14 days before the meeting is convened.

The chairman of the board may convene an extraordinary meeting of the Board of Directors at any time if necessary as deemed by the chairman; in any of the following circumstances, the chairman of the board shall convene and preside over an extraordinary meeting of the Board of Directors within 10 days:

• (I) proposed by shareholders representing more than one tenth of the voting right;

• (II) jointly proposed by more than one third of the directors;

• (III) proposed by the Board of Supervisors.

If the chairman of the board fails to convene and preside over an extraordinary meeting of the Board of Directors within 10 days after receiving the aforesaid written request, the directors requesting to hold the extraordinary meeting of the Board of Directors shall have the right to convene an extraordinary meeting of the Board of Directors on their own.

Article 26 Methods of sending notice of extraordinary board meeting held by the Broad of Directors: by hand, post delivery, fax, telephone or email; time limit of notice: 5 days before the meeting is held.

Article 27 The notice of meeting of Board of Directors shall include the following information:

• (I) Date and place of the meeting;

• (II) Period of the meeting;

• (III) Reasons and agenda;

• (IV) Date of issue of the notice.

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Article 28 The chairman of the board and any director in the Board of Directors shall have the right to put forward a proposal to the Board of Directors at any time on any matter within the scope of authorization of the Board of Directors.

The general manager, secretary of the board and the financial administrator shall have the right to put forward a proposal to the Board of Directors at any time on any matter involved in their duties.

Article 29 Important information and data relating to the matters to be considered shall be distributed to the directors in the form of written documents prior to the commencement of the meeting. The drafters and providers of documents shall make the meeting documents accurately and completely provide all information and be as concise as possible.

Article 30 If any director is unable to attend the meeting of the Board of Directors for certain reasons, he or she may entrust another director to attend and vote on his or her behalf in writing. One proxy may represent one or more directors. Each power of attorney shall specify the name and authority of the proxy representing the director. Except as otherwise provided in the power of attorney, the proxy shall have the rights same as the entrusting director. This proxy’s right will expire automatically at the end of the meeting attending by the entrusted proxy.

Article 31 The convening of a meeting of the Board of Directors shall be valid only if more than half of the directors attend the meeting in person or by proxy.

Article 32 If the chairman of the board attends the meeting in person, the chairman of the board will act as chairman of the meeting to preside over the meeting. If the chairman of the board does not attend the meeting but formally appoints another director to act as the chairman of the board on his behalf, and such director attends the meeting in person, such director will act as chairman of the meeting to preside over the meeting. If the chairman does not attend the meeting in person or appoint another director to act as the chairman of the board on his behalf, or such director does not attend the meeting in person although appointed, or if such director refuses to preside over the meeting, a director shall be elected by more than half of the directors jointly to preside over the meeting.

Article 33 The secretary of the board and every supervisor shall have the right to attend every meeting of the Board of Directors; unless otherwise decided by the Board of Directors, the general manager and the financial administrator shall be entitled to attend every meeting of the Board of Directors; upon the proposal of any director, the deputy general manager and other senior management personnel shall have the right to attend meetings of the Board of Directors; any other person invited by the Board of Directors may attend meetings of the Board of Directors.

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According to the provisions in Article 18 of the Company Law, while deciding on major matters relating to operation, or formulating important rules and standards, the Board of Directors shall listen to the opinions and suggestions from the staff through staff representative meeting, staff meeting or other forms.

Article 34 The directors attending the meeting shall be registered on the meeting attendance book, and the directors representing other directors shall, in addition to indicating the name of the principal, sign their names and indicate the words “proxy”.

Other members who attend the meeting shall also register on the meeting attendance book.

Article 35 Voting method of resolution: disclosed ballot. Each director shall have one vote. No member of the Board of Directors has casting vote.

An extraordinary meeting of Board of Directors may pass a resolution via telephone, fax, email and other manners and signed by directors attending the meeting provided that directors can fully express their opinions.

Article 36 The Board of Directors shall arrange at least one director to cooperate with the secretary of the board in the statistics of the voting results, and shall invite a supervisor to conduct on-the-spot supervision over the counting process and the counting results.

When a meeting of the Board of Directors is convened by means of communication, the vote counters and the scrutineers shall be arranged by the chairman of the meeting, but it should be ensured that at least one director and one supervisor are among the vote counters and the scrutineers.

The vote counters and the scrutineers shall perform their duties in good faith and fairly, and shall bear legal responsibility for the authenticity and accuracy of the statistical results.

Article 37 If a meeting of the Board of Directors is convened on site, the Board of Directors shall arrange appropriate time for the directors attending the meeting to ask questions. The general managers and other senior executives who attend the meeting shall reply to or explain the questions raised by directors.

The supervisor and the general manager, as well as the attendees related to the matters considered in the meeting of the Board of Directors, shall have the right to speak at the meeting; with the consent of the chairman of the meeting, other attendees are also entitled to speak at the meeting.

Article 38 The minutes of each meeting of the Board of Directors shall be prepared, and signed by all the directors and clerks attending the meeting in person or by proxy. The signed minutes shall be kept as company files by the secretary of the board for a period of not less than 10 years.

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Article 39 Minutes of board meeting shall cover the following:

• (I) Date and place of the meeting convened, and the name of the convener;

• (II) Name of directors present in person and name of directors present at the board meeting by proxy (agent);

• (III) Agenda of the meeting;

• (IV) Key points of directors’ speech;

• (V) Voting manner and result of every matter under resolution (the voting result shall state the number of affirmative votes, dissenting votes or abstention votes).

Chapter V Chairman of the Board

Article 40 The Board of Directors shall have one chairman elected by more than half of all the directors.

The term of office of the chairman of the board expires at the end of the term of office of the current Board of Directors.

Article 41 The chairman of the board shall exercise the following authorities:

• (I) To preside over the Shareholders’ meeting, and to convene and preside over board meeting;

• (II) To supervise and examine the implementation of any resolution adopted by the Board of Directors;

• (III) To sign the Company’s share certificates, the Company’s bond certificates and certificates of other securities;

• (IV) To sign important documents of the Board of Directors and other documents to be signed by the chairman of the board of the Company;

• (V) To exercise the authorities of legal representative;

• (VI) In an emergency situation where the occurrence of force majeure and major emergency events, to exercise a special right to deal with the Company’s affairs in compliance with the laws and the Articles of Association, and to report the same at the meeting of the Board of Directors and the shareholders’ meeting thereafter;

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• (VII) During adjournment of the Board of Directors is not in session, it shall have the power to make decisions on the Company’s investment, asset disposal, loans and other matters according to the authorization of the Board of Directors;

• (VIII) Other authorities granted by the Board of Directors.

Chapter VI Supplementary Provisions

Article 42 Where matters not covered in these Rules are inconsistent with the provisions of laws, regulations or Articles of Association promulgated or amended after the entry into force of these Rules, they shall be implemented in accordance with the provisions of laws, regulations and the Articles of Association.

Article 43 The terms “above”, “below” and “within” as mentioned in these Rules contain the principal number, while “over”, “below”, “more” and “not exceeding” do not contain the principal number.

Article 44 As an annex to the Articles of Association of the Company, these Rules shall come into effect as of the date when the Company’s shares are listed and traded on the Sci-Tech Innovation Board of Shanghai Stock Exchange after being examined and approved by the shareholders’ meeting, and shall be interpreted by the Board of Directors.

Article 45 When these Rules are revised, the Board of Directors shall propose amendments and submit them to the shareholders’ meeting for consideration and approval.

Note: If there is any inconsistency between the English and Chinese versions of the rules of procedure, the Chinese version shall prevail.

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APPENDIX VII

RULES OF PROCEDURE FOR BOARD OF SUPERVISORS

Chapter I General

Article 1 In order to protect the rights and interests of Shanghai Junshi Biosciences Co., Ltd. (hereinafter referred to as the “Company”) and its shareholders, standardize the behavior of Shanghai Junshi Biosciences Co., Ltd. and ensure the Board of Supervisors to exercise its powers according to law, these Rules shall be formulated in accordance with the laws and regulations, including the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China and the Mandatory Provisions for Companies Listing Overseas, as well as the Rules Governing the Listing of Securities on the Sci-Tech Innovation Board of the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”) and the Articles of Association of Shanghai Junshi Biosciences Co., Ltd. (hereinafter referred to as the Articles of Association).

Article 2 From the effective date of these Rules, these Rules shall form a legally binding document to regulate the organization and behavior of the Board of Supervisors of the Company and regulate the rights and obligations of conveners of the Company’s Board of Supervisors and the supervisors.

Article 3 The Board of Supervisors shall be responsible to the general meeting of shareholders. The Board of Supervisors shall supervise the Company’s finance and the legality of the Company’s directors and senior executives in performing their duties, and safeguard the legitimate rights and interests of the Company and its shareholders.

Article 4 The Company shall take measures to protect the supervisors’ right to know and provide the supervisors with necessary information and materials in a timely manner so that the Board of Supervisors can effectively supervise, inspect and evaluate the Company’s financial situation and management.

Chapter II Supervisors

Article 5 Any person under one of the following conditions shall not serve as a supervisor of the Company:

• (I) With no or limited capacity for civil conduct;

• (II) Having been sentenced to prison due to corruption, bribery, conversion of property, misappropriation of property and sabotage of social economic order, with a discharge period of less than 5 years; or having been deprived of political rights as a result of a criminal conviction, with a discharge period of less than 5 years;

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• (III) Serving as the director or factory director and the general manager of companies and enterprises under bankruptcy liquidation and having personal responsibility for the bankruptcy of the companies and enterprises within 3 years since bankruptcy and liquidation of the companies and enterprises;

• (IV) Acting as the legal representative of a company or enterprise whose business license has been revoked and ordered to close down due to its violation of law, and is personally responsible for such revocation, with the revocation period of less than 3 years;

• (V) Owing comparatively large amount of debt which is overdue;

• (VI) Being investigated by judicial authorities for violating the criminal law, which is still pending;

• (VII) Being prohibited to act as the leader of an enterprise by laws and administrative regulations;

(VIII) Non-natural persons;

• (IX) Having been ruled by the relevant competent authority to have violated the provisions of relevant securities laws and regulations and to engage in fraudulent or dishonest acts, not exceeding 5 years from the date of the ruling;

• (X) The situation stipulated by the relevant laws and regulations of the place where the company shares are listed as well as the listing rules.

Article 6 Directors, general managers and other senior executives of the Company may not concurrently act as supervisors.

Chapter III Composition and Powers of the Board of Supervisors

Article 7 The Board of Supervisors shall consist of 5 supervisors, one of whom shall be chairman of the board. The term of office of a supervisor is 3 years, and the supervisor can be reelected and reappointed after the term of office expires.

The employment and dismissal of the chairman of the Board of Supervisors shall be voted by more than two thirds (inclusive) of the members of the Board of Supervisors.

Article 8 In the event that reelection is not made promptly upon expiry of the term of a supervisor, or the resignation of a supervisor results in the members of the Board of Supervisors below the quorum, the former supervisor shall remain to fulfill a supervisor’s duty as per laws, administrative regulations and provisions hereof before the reelected supervisor takes the position.

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Article 9 The Board of Supervisors consists of three shareholders’ representatives and two employees’ representatives. Shareholders’ representative supervisors shall be elected and dismissed by the general meeting of shareholders, and the employee representative supervisors shall be democratically elected and dismissed by employee representative meeting, employee meeting or other forms.

There shall be more than 1/2 of external supervisors in the Board of Supervisors (which refers to supervisors who do not take post in the Company, including shareholder representative supervisors, similarly hereinafter). The external supervisors shall be entitled to independently report to the general meeting of shareholders the integrity and diligence performance of senior executives of the Company.

Article 10 The Board of Supervisors shall be responsible to the general meeting of shareholders and exercise the following functions and powers:

• (I) Reviewing the financial affairs of the Company;

• (II) Supervising the duty-related behaviors of the directors and senior managements, supervise the behaviors in violation of any law, administrative regulation, the Articles of Association or any resolution of the general meeting of shareholders, and put forward proposals on the dismissal of any director or senior management who violates any law, administrative regulation, the Articles of Association or any resolution of the general meeting of shareholders;

• (III) Requesting directors or senior executives to make correction when any of their actions causes damage to the Company’s interests;

• (IV) Verifying the financial reports, business reports, profit distribution plans and other financial information to be submitted by the Board of Directors to the general meeting of shareholders, and if any doubt is found, a certified public accountant or an independent auditor can be entrusted to assist in the review in the name of the Company;

• (V) Proposing convening of extraordinary general meeting of shareholders, summon and host general meeting of shareholders when the Board of Directors failed to perform obligations provided in the Company Law;

• (VI) Submitting proposals to the general meeting of shareholders;

• (VII) Proposing to convene the interim meeting of Board of Directors;

• (VIII) Negotiating with directors or initiate legal proceedings against directors and senior executives according to the relevant provisions of the Company Law on behalf of the Company;

• (IX) Exercising other functions and powers stipulated by laws, administrative regulations or the Articles of Association.

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The supervisors may attend board meetings.

Article 11 The Board of Supervisors may go through investigation in discovery of abnormal operation in the Company; if necessary, law firm, accounting firm or other professionals shall be engaged to assist in its work, for which reasonable expenses incurred shall be borne by the Company.

Article 12 The supervisor shall faithfully perform their duties of supervision in accordance with laws, administrative regulations and the Articles of Association.

Article 13 The Company shall disclose the announcement in relation to the resolution of the Board of Supervisors; if the supervisor objects or abstains, the reason for such objection or abstention shall be disclosed.

Chapter IV Meeting Procedures

Article 14 The Board of Supervisors shall hold at least one meeting every six months, which shall be convened by chairman of the Board of Supervisors, who shall notify all the supervisors via fax, post or email within 10 days before the meeting. With the consent of all the supervisors, the requirements on the notice period for regular meetings of the Board of Supervisors may be exempted.

If chairman of Board of Supervisors cannot or fails to perform his obligations, a supervisor shall be elected by more than half of the supervisors to convene and preside over the meeting of the Board of Supervisors.

A supervisor may propose to convene an interim meeting of the Board of Supervisors, and notify all the supervisors via fax, post or email within 5 days before the meeting. With the consent of all the supervisors, the requirements on the notice period for interim meetings of the Board of Supervisors may be exempted.

Article 15 Chairman of the Board of Supervisors shall draw up the proposals for the meeting before issuing the notice of the regular meeting of the Board of Supervisors. When drawing up the proposals, Chairman of the Board of Supervisors shall solicit the opinions of the supervisors as necessary.

Article 16 If a supervisor proposes to convene an interim meeting of the Board of Supervisors, he/she shall submit a written proposal signed by him/her to Chairman of the Board of Supervisors, with the following items specified in the written proposal:

• (I) Name of the proposer;

• (II) Reasons or basis for the proposals;

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APPENDIX VII

• (III) Specific and detailed proposals;

• (IV) Time or time limit, location and mode of the meeting proposed;

• (V) Contact details of the proposer and the date of proposal.

Upon receipt of the above written proposal and the relevant materials, Chairman of the Board of Supervisors may request the proposer to amend or supplement the proposal if he thinks the proposal is unclear, unspecific or the relevant materials are insufficient. Chairman of the Board of Supervisors shall convene a meeting of the Board of Supervisors within 10 days after receiving the proposal.

Article 17 The notice of meeting of Board of Supervisors shall contain the following information:

• (I) Date, place and period of the meeting;

• (II) Agenda of the meeting;

• (III) Date of the notice.

Article 18 The rules of procedure for the Board of Supervisors shall be as follows: each Supervisor shall have one vote, which shall be cast by registered or written form.

The voting procedure: the supervisors may vote for or against a proposal, or abstain from voting. For supervisors making none or two of the above selections at the same time, chairman of the meeting shall request such supervisors to reconsider; the supervisors refusing to reselect or leaving during the meeting site without making a selection will be deemed as abstaining from voting.

The resolutions of the Board of Supervisors shall be passed by more than two thirds of the members of the Board of Supervisors.

Article 19 Supervisors shall attend the meeting in person, and if they are unable to attend for certain reasons, they shall appoint other supervisors as their proxies.

Article 20 The proposals of the Board of Supervisors may be discussed by way of actual meeting or by electronic means.

Article 21 If the meeting is held by physical attendance, the supervisors attending the meeting shall sign on the book of attendance of the meeting.

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Article 22 The Board of Supervisors shall vote by registered form, and each supervisor shall have one vote.

Article 23 The Board of Supervisors shall appoint one supervisor to count the votes.

Chapter V Meeting Minutes

Article 24 The Board of Supervisors shall keep the minutes for the resolutions on the matters discussed, on which all supervisors present shall affix their signatures. Supervisors shall have the right to require their speeches made at the meeting to be recorded in the minutes.

Article 25 Minutes of the meeting shall contain the following:

• (I) Date and place of the meeting, and the name of the convener;

• (II) Names of the supervisors present in person and supervisors appointed as proxies by other Supervisors on their behalf;

• (III) Agenda of the meeting;

• (IV) Key points of a supervisor’s speech;

• (V) The way and result of voting on each proposal (the voting results shall include the number of affirmative votes, objected votes or abstained votes).

Article 26 The minutes of the Board of Supervisors shall be kept in the premise of the Company, and shall be kept as the documents of the company for at least 10 years.

Chapter VI Supplementary Provisions

Article 27 These Rules are appendices to the Articles of Association and have the same legal effect as the Articles of Association.

Article 28 Matters not covered in these Rules or Rules in conflict with the laws, regulations or provisions of the Articles of Association promulgated or revised after these Rules have come into effect shall be implemented in accordance with the laws, regulations and Articles of Association.

Article 29 The terms “above”, “below” and “within” as mentioned in these Rules include the given number; the terms of “beyond”, “less than” and “more than” do not include the given number.

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Article 30 The power of interpretation of these Rules shall be vested in the Board of Supervisors of the Company. Any matters not covered in the Articles of Association shall be submitted by the Board of Supervisors to the general meeting of shareholders for the shareholders’ approval.

Article 31 These Rules shall come into effect on the day when the Company’s shares are listed on the Sci-Tech Innovation Board of Shanghai Stock Exchange after being considered and approved by the general meeting of shareholders of the Company.

• Note: If there is any inconsistency between the English and Chinese versions of the rules of procedure, the Chinese version shall prevail.

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APPENDIX VIII

MANAGEMENT POLICIES FOR RAISED FUNDS

Chapter I General

Article 1 In order to regulate the fund-raising behavior of Shanghai Junshi Biosciences Co., Ltd. (hereinafter referred to as the “Company”), strengthen the fund raising management of the Company, prevent the risk of fund raising, guarantee the safety of fund raising, and maintain the image of the Company and the interests of its shareholders, the Company establishes this policy in accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Rules Governing the Listing of Securities on the Sci-Tech Innovation Board of Shanghai Stock Exchange, Measures for the Administration of Raised Funds of Companies Listed on the Shanghai Stock Exchange and other laws, regulations and regulatory documents, the provisions of Articles of Association of Shanghai Junshi Biosciences Co., Ltd., (“hereinafter referred to as the “Articles of Association””) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and in combination with the actual situation of the Company.

Article 2 The raised funds as mentioned in this policy refers to the funds raised from investors and used for specific purposes by the Company through public issuance of securities (including initial public offering of shares, share offering, additional issuance, issuance of convertible corporate bonds, issuance of convertible corporate bonds for separate transactions, issuance of warrants, etc.) and non-public issuance of securities.

Article 3 After the raised funds are in place, the Company shall promptly go through the procedures for capital verification, and the accounting firm with securities qualification shall examine and issue the capital verification report.

Article 4 The Company shall improve its scientific decision-making level and management ability, make decisions in a scientific, democratic and prudent manner in strict accordance with the provisions of laws and regulations and its articles of association, strengthen the feasibility analysis of the use of raised funds and investment projects, and earnestly improve its operating efficiency and profitability.

Article 5 The board of directors of the Company shall be responsible for establishing and improving the management policy of the Company’s raised funds, specifying such contents as the special account deposit, use, change, supervision and accountability of the raised funds, and ensuring the effective implementation of the policy.

Where an investment project of the raised funds is carried out through a subsidiary of the Company or other enterprise under the control of the Company, the Company shall ensure that such subsidiary or other enterprise under its control complies with the provisions of this policy.

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Chapter II Deposit in the Special Account for Raised Funds

Article 6 The Company shall carefully select a commercial bank and open a special account for raised funds (hereinafter referred to as “special account”). The raised funds shall be centrally managed in a special account determined by the board of directors of the Company, and this special account shall not be used to deposit funds that are not raised or for other purposes. The funds required for the same investment project shall be deposited in the same special account.

Article 7 Where the Company has raised funds more than twice, a special account for raised funds shall be established independently. The actual net amount of raised funds exceeding the planned amount of raised funds (hereinafter referred to as “excessive raised funds”) shall also be deposited in the special account for raised funds for management.

Article 8 The Company shall, within 1 month after the raised funds are in place, enter into a tripartite supervision agreement (hereinafter referred to as the “agreement”) with the sponsor institution and the commercial bank where the raised funds are deposited (hereinafter referred to as the “commercial bank”). The agreement shall include at least the following:

• (I) The Company shall centralize the raised funds in a special account;

• (II) Account number of the special account for raised funds, raised funds project involved in the special account and deposit amount;

• (III) Where the total amount of the Company’s withdrawal from the special account in one time or within 12 months exceeds RMB10 million or 10% of the net amount of the total amount of the raised funds after deducting the issuance expenses (hereinafter referred to as “net raised funds”), the Company and the commercial bank shall promptly notify the sponsor institution;

• (IV) The commercial bank shall issue monthly statements of account to the Company and copy the sponsor institution;

• (V) The sponsor institution may, at any time, inquire the special account information in the commercial bank;

• (VI) Supervision responsibility of the sponsor institution, notification and cooperation responsibilities of the commercial bank, and supervisory methods of the sponsor institution and the commercial bank for the use of the Company’s raised funds;

• (VII) Where the commercial bank fails three times to timely issue a statement of account to the sponsor institution or notify the sponsor institution of a large amount of withdrawals from the special account, and there are circumstances in which it fails to cooperate with the sponsor institution to inquire and investigate the information of the special account, the Company may terminate the agreement and cancel the special account for raised funds;

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• (VIII) Rights, obligations and liabilities for breach of contract of the Company, the commercial bank or the sponsor institution.

The Company shall announce the main contents of the agreement in a timely manner after the signing of all the agreements.

Where the Company implements an investment project of the raised funds through a holding subsidiary, the Company, the holding subsidiary that implements the investment project of the raised funds, the commercial bank and the sponsor institution shall jointly sign a tripartite supervision agreement, and the Company and its holding subsidiary shall be treated as one party.

If the above-mentioned agreement terminates before the expiration of the term of validity, the Company shall sign a new agreement with the relevant parties within 1 month from the date of termination of the agreement, and shall report to Shanghai Stock Exchange for the record and announce the main contents of the agreement within 2 trading days after the signing of the above-mentioned agreement.

Article 9 The Company shall actively urge the commercial bank to fulfill the agreement. Where the commercial bank fails three consecutive times to timely issue a statement of account to the sponsor institution or notify the sponsor institution of a large amount of withdrawals from the special account, and there are circumstances in which it fails to cooperate with the sponsor institution to inquire and investigate the information of the special account, the Company may terminate the agreement and cancel the special account for raised funds.

Chapter III Use of Raised Funds

Article 10 The Company shall use the raised funds in accordance with the investment plan for the raised funds undertaken in the issuance application documents. In the event of serious impact on the normal implementation of the investment plan for the raised funds, the Company shall make a timely announcement.

Article 11 The raised funds shall be mainly invested in the field of scientific and technological innovation. The Company’s investment project of the raised funds shall not be the financial investment projects for holding transactional financial assets and financial assets available for sale, loans to other parties, entrusted asset management, etc., and may not be invested directly or indirectly in a company whose main business is to buy or sell securities.

The Company may not change the use of raised funds in disguised form through pledge, entrustment loan or other means.

The Company shall, in accordance with the provisions of Shanghai Stock Exchange, continuously disclose the use of the raised funds.

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Article 12 The Company shall ensure the authenticity and fairness of the use of the raised funds, prevent the raised funds from being occupied or misappropriated by the controlling shareholders, actual controllers and other affiliates, and shall take effective measures to prevent the affiliates from making use of the investment project of the raised funds to obtain improper benefits.

Article 13 The board of directors of the Company shall comprehensively verify the progress of the investment project of the raised funds every six months. Where the difference between the annual actual use of the investment project of the raised funds and the estimated amount of use in that year most recently disclosed in the investment plan for the raised funds is more than 30%, the Company shall adjust the investment plan for the raised funds, and disclose the annual investment plan of the latest raised funds, the current actual investment progress, the adjusted estimated annual investment plan, the reasons for the changes of the investment plan, etc. in the special report on the annual deposit and use of the raised funds.

Article 14 If any of the following circumstances occurs in respect of the investment project of the raised funds, the Company shall re-demonstrate the feasibility, the expected income, etc. of the project, and decide whether to continue to implement the project:

• (I) A major change in the market environment in which an investment project of the raised funds is involved;

• (II) Where the investment project of the raised funds has been laid aside for more than one year;

• (III) The deadline for completion of the previous investment plan of the raised funds has been passed and the amount of raised funds has not reached 50% of the relevant planned amount;

• (IV) Abnormal circumstances have occurred in other investment projects of the raised funds.

The Company shall disclose in the latest periodic report the progress of the project, the reasons for the abnormal occurrence, and the adjusted investment plan of the raised funds (if any).

Article 15 Where the Company decides to terminate the original investment project of the raised funds, it shall select a new investment project as soon as possible and scientifically.

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Article 16 Where the Company replaces the self-raised funds that have been put into the investment project of the raised funds in advance with the raised funds, the Company may not implement the project until the board of directors of the Company has deliberated and approved, the certified public accountant has issued an authentication report, and the independent non-executive directors, the board of supervisors and the sponsor institutions have given express consent and the Company has performed the information disclosure obligation.

The Company shall report to Shanghai Stock Exchange within 2 trading days after the meeting of the board of directors and make an announcement if it has disclosed in the issuance application documents that it intends to replace the pre-invested self-raised funds with the raised funds and the amount of the pre-invested funds has been determined. The replacement time shall not exceed six months from the time of raised funds to the account.

Article 17 Where the Company’s idle raised funds are temporarily used to replenish its working capital, they shall be deliberated and approved by the board of directors, and the independent non-executive directors, the board of supervisors and the sponsor institutions shall give express consent and make disclosure, and following conditions shall be met:

• (I) The purpose of raised funds shall not be changed in disguised form;

• (II) The normal implementation of investment plan of the raised funds shall not be affected;

• (III) The time for a single replenishment of working capital shall not exceed 12 months;

• (IV) The raised funds previously used for temporary replenishment of working capital have been repaid (if applicable).

When the idle raised funds are used to replenish working capital, they shall be limited to the production and operation related to the main business, and shall not be used directly or indirectly for the placement of new shares, purchase of new shares, or for investment in shares and their derived varieties, convertible corporate bonds, etc.

Article 18 Where the Company uses the idle raised funds to replenish its working capital, the matters shall be considered and approved by the board of directors of the Company and the following contents shall be announced within two trading days:

• (I) Basic situations of the raised funds, including the fund raising time, amount, net amount and investment plan;

• (II) Use of the raised funds;

• (III) Amount and time limit for the idle raised funds to replenish the working capital;

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• (IV) Amount of expected financial cost savings through using idle raised funds to replenish working capital, causes of insufficient working capital, whether there is a disguised change in the investment behavior of raised funds, measures to ensure that the normal operation of the raised funds project is not affected;

• (V) Opinions issued by independent non-executive directors, board of supervisors and sponsors institutions;

• (VI) Other contents required by the stock exchange.

The Company shall, prior to the maturity date of the replenishment of the working capital, return such part of the funds to the special account for raised funds and announce it within 2 trading days after the full return of the funds.

Article 19 Where the excessive raised funds reach or exceed the amount of the planned raised funds, the Company shall duly arrange the utilization plan of the excessive raised funds according to the Company’s development plan and actual production and operation requirements, and shall submit to the board of directors for deliberation and approval before timely disclosure.

Independent non-executive directors and sponsor institutions shall make independent opinions on the rationality and necessity of the plan of use of the excessive raised funds, which are disclosed at the same time with the relevant announcements of the Company. If it is required to be submitted to shareholders’ meetings for deliberation in accordance with the relevant requirements of the listing rules of a stock exchange, it shall be submitted to the shareholders’ meeting for deliberation.

In principle, the excessive raised funds shall be used for the Company’s main business and shall not be used for holding transactional financial assets and financial assets available for sale, loans to other parties, entrusted asset management (except for cash management) and other financial investments or high-risk investments such as securities investment and derivative investment, and may not be invested directly or indirectly in a company whose main business is to buy or sell securities.

Article 20 Where the Company plans to use the excessive raised funds to repay the bank loans or replenish the working capital, in addition to fulfilling the requirement under Article 18, it shall also meet the following requirements and disclose the following contents in the announcement:

• (I) The amount of excessive raised funds used for permanent replenishment of working capital and the repayment of bank loans shall not exceed 30% of the total amount of excessive raised funds in every 12 months;

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• (II) In the last 12 months, the Company has not used its own funds for holding transactional financial assets and financial assets available for sale, loans to other parties, entrusted asset management (except for cash management) and other financial investments or high-risk investments such as securities investment, derivative investment, venture investment, etc.;

• (III) The Company will not make high-risk investments (including financial investments) or provide financial assistance to others within 12 months after undertaking to repay bank loans or replenish working capital;

• (IV) The consent of more than two-thirds of all the directors of the board of directors and all the independent non-executive directors, and the approval of the Company’s shareholders’ meeting shall be obtained;

• (V) The sponsor institution shall verify whether the use plan of the excessive raised funds fulfills the above-mentioned conditions and expressly agree to the abovementioned conditions;

• (VI) Other contents required by Shanghai Stock Exchange.

Article 21 If the excessive raised funds are used to temporarily replenish the working capital, they shall be regarded as using idle raised funds to temporarily replenish the working capital.

Article 22 The Company may conduct cash management on the temporarily idle raised funds (including the excessive raised funds), and the invested products must meet the following conditions:

• (I) Their security is high, the requirements of breakeven are met, and the product issuing body can provide the breakeven commitment;

• (II) Their liquidity is good and the normal implementation of investment plan of the raised funds shall not be affected;

• (III) Where investment products cannot be used as pledges, the special settlement account for products (if applicable) cannot be used for depositing non-raised funds or other purposes, or a special settlement account for the products is opened or canceled, the Company shall timely report to the stock exchange for the record and make corresponding announcement.

Article 23 Where the Company uses idle raised funds to invest in products, it shall be approved by the board of directors, and the independent non-executive directors, the board of supervisors and the sponsor institutions shall give express consent.

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The Company shall announce the following contents within two trading days after the meeting of the board of directors:

• (I) Basic situations of the raised funds, including the fund raising time, amount, net amount, investment plan, etc.;

• (II) Use of the raised funds;

• (III) Amount and time limit for investment products of the idle raised funds;

• (IV) Reasons why the raised funds are idle, whether there is a disguised change in the use of raised funds, measures to ensure that the normal operation of the raised funds project is not affected;

• (V) Income distribution method of investment products, scope of investment, breakeven commitment provided by the product issuing body and security analysis;

• (VI) Opinions issued by independent non-executive directors, board of supervisors and sponsor institutions.

Where the Company is faced with major risks such as the deterioration of financial situation of the product issuing body, the loss of product invested, etc., the Company shall timely disclose the announcement with risk warning and state the risk control measures taken by the Company in order to ensure the fund security.

Article 24 Where the Company purchases assets from a specific object by issuing securities as payment, it shall ensure that the transfer of ownership of the aforesaid assets is completed before the listing of new shares, and the law firm employed by the Company shall issue a special legal opinion on the completion of the transfer of assets.

Article 25 Where the Company purchases assets from a specific object by issuing securities as payment or raises funds for the purchase of assets, the relevant parties shall strictly abide by and fulfill the relevant commitments related to the purchase of assets.

Chapter IV Changes in the Use of Raised Funds

Article 26 Where the Company is under any of the following circumstances, it shall be deemed to have changed the use of raised funds:

• (I) Cancel the original raised funds project and implement new project;

• (II) Change the implementation entity of the investment project of the raised funds (except when the implementation entity is changed from the Company to a wholly-owned subsidiary or from a wholly-owned subsidiary to the Company);

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• (III) Change the implementation mode of the investment project of the raised funds;

• (IV) Other circumstances identified by the stock exchange as changes in the use of raised funds.

The Company shall, after deliberation by the board of directors and approval by a resolution of the shareholders’ meeting, alter the raised funds project.

Article 27 The raised funds after the change of the Company shall be invested in the main business.

Article 28 The board of directors of the Company shall carefully carry out the feasibility analysis of the newly raised funds investment project after the proposed change, and be sure that the investment project has a better market prospect and profitability, effectively prevents the investment risk and improves the utilization efficiency of the raised funds.

Article 29 If the Company intends to change the use of raised funds, it shall make a public announcement with the following contents within 2 trading days after it is submitted to the board of directors for deliberation:

• (I) Basic situation of the original project and the specific reasons for the change;

• (II) Basic situation, feasibility analysis, economic benefits analysis and risk indication of the new project;

• (III) Investment plan for the new project;

• (IV) Explanation that approval of the new project has been obtained or has yet to be obtained from relevant departments (if applicable);

• (V) Opinions of independent non-executive directors, board of supervisors and sponsor institution on changes in the investment of raised funds;

• (VI) Explanation that the change of the investment project of raised funds still needs to be submitted to the shareholders’ meeting for deliberation;

• (VII) Other contents required by the stock exchange.

New project involving related transactions, asset purchases and external investment shall also be disclosed in accordance with the relevant rules.

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Article 30 Where the Company intends to change the implementation mode of the investment project of the raised funds into a joint venture, it shall, on the basis of fully understanding the basic situation of the party to the joint venture, carefully consider the necessity of the joint venture, and the Company shall hold shares to ensure effective control over the investment project of the raised funds.

Article 31 Where the Company changes the investment project of the raised funds to acquire the assets (including the equity interest) of the controlling shareholder or the actual controller, it shall ensure that peer competition can be effectively avoided and the related transactions can be reduced after the acquisition.

The Company shall disclose the reasons for the transaction with the controlling shareholder or the actual controller, the pricing policy and basis of the related transaction, the impact of the related transaction on the Company and the solutions to the related problems.

Article 32 Where the Company changes the place of implementation of the investment project of the raised funds, it shall be examined and approved by the board of directors, and shall make a public announcement within two trading days to state the situations for the change, the reasons for the change, the impact of the change on the implementation of the investment project of the raised funds and the opinions issued by the sponsor institution.

Article 33 Upon completion of a single or all investment projects of the raised funds, the use of a small amount of the Company’s remaining funds for other purposes shall be subject to the deliberation and approval of the board of directors and the express consent of the sponsor institution.

Where the amount of remaining raised funds (including interest income) is less than RMB1 million or less than 1% of the committed investment amount of raised funds of a single project or all projects, it may be exempted from performing the procedure mentioned in the preceding paragraph, and the use thereof shall be disclosed in the annual report.

Where the Company’s amount of remaining raised funds (including interest income) exceeds 30% or more of the planned funds of a single or all investment projects of the raised funds, it shall be submitted to the shareholders’ meeting for deliberation and approval.

Chapter V Management and Supervision of Raised Funds

Article 34 The Company’s accounting department shall set up an account of the use of raised funds and record in detail the expenditure of raised funds and the input of raised funds.

The Company’s internal audit department shall check the deposit and use of the raised funds at least once every quarter, and report the results to the board of directors in time.

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Article 35 Where the Company has used the raised funds in that year, the board of directors shall issue a special report on the deposit and use of the raised funds for half-year and year, and appoint an accounting firm to issue an authentication report on the deposit and use of the raised funds for the year.

Where there are differences between the actual investment schedule and the investment plan of the investment project of the raised funds, the Company shall explain the specific reasons. Where idle raised funds are used for cash management in the current period, the Company shall disclose the income of the present reporting period and the investment portion, contracting party, product name, time limit, etc. at the end of the period.

The accounting firm shall make reasonable authentication on whether the special report of the board of directors has been prepared in accordance with these guidelines and the relevant form guidelines, and whether it has truthfully reflected the actual deposit and use of the raised funds for the year, and present the conclusion of the authentication.

Where the conclusion of the authentication is “reserved conclusion”, “negative conclusion” or “conclusion cannot be presented”, the board of directors of the Company shall analyze the reasons for the conclusion put forward by the certified public accountant in the authentication report, put forward the corrective measures and disclose them in the annual report.

Article 36 The sponsor institution shall, at least every six months, conduct on-site inspection of the deposit and use of the Company’s raised funds. After the end of each accounting year, the sponsor institution shall issue and disclose a special verification report on the deposit and use of the Company’s annual raised funds.

Where the deposit and use of the Company’s raised funds have been issued by an accounting firm with “reserved conclusion”, “negative conclusion” or “conclusion cannot be presented” authentication conclusion, the sponsor institution shall also, in its verification report, carefully analyze the reasons for the accounting firm to put forward the abovementioned authentication conclusion and put forward specific examination opinions.

Article 37 Independent non-executive directors shall pay attention to whether there is a significant difference between the actual use of the raised funds and the Company’s information disclosure. With the consent of more than half of the independent non-executive directors, independent non-executive directors may engage a certified public accountant to issue an authentication report on the use of raised funds. The Company shall cooperate actively and bear the necessary expenses.

Article 38 Where, during the on-site inspection of the Company, the sponsor institution discovers that there are major non-compliances or major risks in the management of the Company’s raised funds, it shall promptly report to the stock exchange.

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Chapter VI Supplementary Provisions

Article 39 This policy shall come into effect after adoption by the resolution of the shareholders’ meeting and from the date when the Company’s shares are listed and traded on the Sci-Tech Innovation Board of the Shanghai Stock Exchange, and the original Management Policy of Raised Funds of Shanghai Junshi Biosciences Co., Ltd. will be terminated.

Article 40 Unless otherwise specified, the terms used in this policy shall have the same meaning as those in the articles of association of the Company.

Article 41 In this policy, “above” and “below” include the given number, while “over”, “insufficient” and “less than” do not include the given number.

Article 42 All matters not covered by this policy shall be carried out in accordance with the relevant state laws, regulations, regulatory documents and the provisions of the articles of association of the Company; where this policy is inconsistent with the relevant laws, regulations, regulatory documents and relevant provisions of the articles of association of the Company, the relevant laws, regulations, regulatory documents and relevant provisions of the articles of association of the Company shall prevail; if this policy is in conflict with the laws, regulations, regulatory documents issued by the state in the future or the articles of association of the Company modified by legal procedures, it shall be implemented in accordance with the relevant state laws, regulations, regulatory documents and articles of association of the Company, and shall be amended immediately and submitted to the shareholders’ meeting for examination and approval.

Article 43 This policy shall not apply to the management of the use of proceeds raised from the issue of H shares by the Company. The management of the use of proceeds raised from the issue of H shares shall be subject to the relevant provisions of the Hong Kong Securities and Futures Commission and the Stock Exchange of Hong Kong Limited.

Article 44 The revision of this policy shall be proposed by the board of directors and submitted to the shareholders’ meeting for deliberation and adoption.

Article 45 This policy shall be interpreted by the board of directors of the Company.

Note: If there is any inconsistency between the English and Chinese versions of these management policies, the Chinese version shall prevail.

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MANAGEMENT POLICIES FOR RELATED PARTY TRANSACTIONS

Chapter I General Provisions

Article 1 In order to strengthen the management of related/connected transactions (collectively referred to as “related party transactions”) of Shanghai Junshi Biosciences Co., Ltd.* (上海君實生物醫藥科技股份有限公司) (the “Company”), protect the lawful interests of all shareholders of the Company and guarantee the compliance with the principles of fairness, impartiality and openness of the related party transactions between the Company and the related parties, these management policies have been formulated in accordance with the relevant provisions of laws, regulations and regulatory documents including the Company Law of the People’s Republic of China (the “Company Law”), the Rules Governing the Listing of Securities on the Sci-Tech Innovation Board of the Shanghai Stock Exchange (the “Sci-Tech Innovation Board Listing Rules”) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), and the Articles of Association of the Company (the “Articles of Association”).

Article 2 Related party transactions of the Company shall comply with the following basic principles:

• (I) principle of good faith;

• (II) principle of not prejudicing the lawful interests of the Company and the unrelated shareholders;

• (III) principle of related shareholders and directors abstaining from voting;

• (IV) Related party transactions shall comply with the principles of fairness, impartiality and openness. In principle, the price or charge of related party transactions shall not deviate from the standards of independent third parties on the market. For related party transactions with a market price which is difficult to compare or a restricted pricing, the standards of costs and profits shall be specified in contracts.

Chapter II Related Party Transactions, Related Parties and Related Party Relationships

Article 3 Related party transactions of the Company refer to any transaction between the Company or other entities including its subsidiaries within the scope of consolidation of statements (including the “subsidiaries” as defined under the Hong Kong Listing Rules, together with the Company, hereinafter the “Group”) and the related parties of the Company (including the connected persons as defined under the Hong Kong Listing Rules, same hereinafter), and the transactions of specified categories with third parties that may confer benefits on connected persons through their interests in the entities involved in the transaction.

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Such transaction may be a one-off transaction or a continuing transaction. “Transaction” includes transactions of capital and revenue nature, whether or not conducted in the ordinary and usual course of business of the Group, and includes the following types of transactions:

• (1) any acquisition or disposal of assets by the Group, including a deemed disposal;

• (2) (i) the Group granting, accepting, exercising, transferring or terminating an option to acquire or dispose of assets or to subscribe for securities; or (ii) the Group deciding not to exercise an option to acquire or dispose of assets or to subscribe for securities;

• (3) external investment (including entrusted financial management or entrusted loans, etc.);

• (4) giving an indemnity or providing or receiving financial assistance. “Financial assistance” includes granting credit, lending money, or providing an indemnity against obligations under a loan, guaranteeing or providing security for a loan;

• (5) providing guarantees;

• (6) renting or leasing out assets;

• (7) entering into or terminating finance leases or operating leases, or sub-leases;

• (8) entering into contracts in respect of management (including entrusted operation or operation upon commission, etc.);

• (9) entering into an agreement or arrangement to set up a joint venture in any form (such as companies established in the form of a partnership or a company) or any other forms of joint arrangement;

• (10) issuing new securities of the Company or its subsidiaries, including underwriting or sub-underwriting an issue of securities;

• (11) gifting or receiving gifted assets;

• (12) restructuring debts or creditor’s rights;

• (13) transferring of research and development projects;

• (14) entering into licensing agreements;

• (15) acquiring or providing raw materials, semi-finished products and/or finished goods, fuels or power;

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• (16) selling products or commodities;

• (17) providing or receiving services;

• (18) providing, receiving or sharing services;

• (19) selling by consignment or selling upon commission;

• (20) joint investment with related parties;

• (21) other matters possibly causing transfers of resources or obligations arising from agreements;

• (22) Connected transactions referred to in the Hong Kong Listing Rules as amended from time to time, or other transactions recognized by the stock exchange of the places where the Company’s shares are listed.

“Transactions with third parties” include:

• (1) the Group providing financial assistance (as defined under the Hong Kong Listing Rules, same hereinafter) to a commonly held entity (as defined under the Hong Kong Listing Rules, same hereinafter), or receiving financial assistance from a commonly held entity;

• (2) the Group acquiring an interest in a company (the “target company”) from a person who is not a connected person, and if the target company’s substantial shareholder:

• (i) is, or is proposed to be, a controller. A “controller” refers to a director, chief executive or controlling shareholder of the Company; or

• (ii) is, or will, as a result of the transaction, become, an associate of a controller or proposed controller.

• Note: Acquiring the target company’s assets is also a connected transaction if these assets in the transaction stated in paragraph (2) account for 90% or more of the target company’s net assets or total assets.

The above transactions with third parties also constitute connected transactions.

Article 4 Related parties of the Company include related legal persons and related natural persons.

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A legal person or other organization that meets any of the following conditions is a related legal person of the Company:

• (I) any legal person or other organizations that directly or indirectly controls the Company;

• (II) any legal person or other organizations, other than the Company and its holding subsidiaries, that is directly or indirectly controlled by the legal person mentioned in the preceding paragraph;

• (III) any legal person or other organizations that is directly or indirectly controlled by a related natural person of the Company stated herein, or any legal person or other organizations in which the related natural person assumes the position of director or senior management, other than the Company and its holding subsidiaries;

• (IV) (in case of legal person) any substantial shareholder, director, supervisor or chief executive of the Company or any of its subsidiaries, any person who served as a director of the Company or any of its subsidiaries in the last 12 months, or any legal person or other organizations holding 5% or more of the shares of the Company or any of its subsidiaries, and their parties acting in concert;

• (V) an associate of any of the following persons:

• (1) a director (including any person who occupies the position of a director, by whatever name called, same hereinafter), chief executive or substantial shareholder (a shareholder holding 5% or more shares) of the Company or any of its subsidiaries;

• (2) a person who was a director of the Company or any of its subsidiaries in the last 12 months;

• (3) a supervisor of the Company or any of its subsidiaries.

As defined under the Hong Kong Listing Rules, an “associate” refers to:

• (1) its subsidiary or holding company, or a fellow subsidiary of the holding company;

• (2) the trustees, acting in their capacity as trustees of any trust of which the Company is a beneficiary or, in the case of a discretionary trust, is (to its knowledge) a discretionary object (the “trustees”);

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• (3) a 30%-controlled company held, directly or indirectly, by the company, the companies referred to in paragraph (1) above and/or the trustees (individually or collectively), or any of the subsidiaries of such 30%-controlled company;

• (4) any joint venture partner of a cooperative or contractual joint venture (whether or not a separate legal person) where:

• (a) the person (being an individual), his immediate family members and/or the trustees; or

• (b) the person (being a company), any of its subsidiary, holding company or a fellow subsidiary of the holding company, and/or the trustees,

together directly or indirectly hold 30% (or an amount that would trigger a mandatory general offer or establish legal or management control over a business enterprise under the PRC laws) or more in the joint venture’s capital or assets contributions, or the contractual share of its profits or other income;

(VI) a connected subsidiary, which is:

• (1) a non wholly-owned subsidiary of the Company where any connected person(s) at the Company level, individually or collectively, can exercise 10% or more of the voting power at the subsidiary’s general meeting. This 10% excludes any indirect interest in the subsidiary which is held by the connected person(s) through the Company; or

• (2) any subsidiary of a non wholly-owned subsidiary referred to in paragraph (a) above; or

• (VII) a legal person or other organizations as determined by the relevant laws, regulations, the Sci-Tech Innovation Board Listing Rules, the Hong Kong Listing Rules or the Company based on the principle of “substance over form” that they have other special or connected relationships with the Company and may lead or have led the Company to make skewed distribution in their favor.

The Company and the legal person or other organizations mentioned in item (II) of Article 4 herein which is controlled by the same state-owned assets supervision and administration institution shall not constitute an related party relationship, save for the legal representative, general manager, responsible person or more than half of the directors, supervisors or senior management members concurrently serving in a listed company of such legal person or other organization.

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A natural person who meets any of the following conditions is a related natural person of the Company:

• (I) a substantial shareholder of the Company or any of its subsidiaries, and any natural person who directly or indirectly holds 5% or more of the shares of the Company or any of its subsidiaries;

• (II) a director, supervisor, chief executive and senior management member of the Company or any of its subsidiaries, and any person who was a director of the Company or any of its subsidiaries in the last 12 months;

• (III) a director, supervisor and senior management member or other major responsible person of the legal person or other organizations which directly or indirectly controls the Company or any of its subsidiaries;

• (IV) family members who have a close relationship with a person as described in items (I) to (III) above, including his spouse, his child or step-child, natural or adopted, under the age of 18 (each an “immediate family member”); a person cohabiting with him as a spouse, or his child, step-child, parent, step-parent, brother, step-brother, sister or step-sister (each a “family member”); and a father-in-law, mother-in-law, son-in-law, sister-in-law, spouse of child above the age of 18, brother-in-law, sister-in-law, grandparent, grandchild, uncle, aunt, cousin, nephew or niece (each a “relative”);

• (V) the trustees, acting in their capacity as trustees of any trust of which the individual as described in items (I) to (III) above or his immediate family member is a beneficiary or, in the case of a discretionary trust, is (to his knowledge) a discretionary object (other than a trust which is an employees’ share scheme or occupational pension scheme established for a wide scope of participants and the connected persons’ aggregate interests in the scheme are less than 30%) (the “trustees”);

• (VI) a 30%-controlled company held, directly or indirectly, by the individual as described in items (I) to (III) above, his immediate family members and/or the trustees (individually or together), or any of its subsidiaries;

• (VII) a majority-controlled company held, directly or indirectly, by the family members (individually or together), or held by the family members together with the individual as described in items (I) to (III) above, his immediate family members and/or the trustees, or any of its subsidiaries;

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• (VIII) a majority-controlled company held, directly or indirectly, by the relatives (individually or together), or held by the relatives together with the connected person as described in items (I) to (III) above, the trustees, his immediate family members and/or family members, or any subsidiary of that majority-controlled company;

• (IX) a natural person as determined by the relevant laws, regulations, the Sci-Tech Innovation Board Listing Rules, the Hong Kong Listing Rules or the Company based on the principle of “substance over form” who has other special or connected relationships with the Company and may lead or has led the Company to make skewed distribution in his favor;

• (X) a “deemed connected person” under the Hong Kong Listing Rules, no matter such person is a legal person or natural person.

Article 5 A legal person or natural person that meets any of the following conditions shall be regarded as a related party of the Company:

• (I) meeting one of the conditions as described in Article 4 herein, subsequent to, or in the next twelve months of, the coming into effect of an agreement or arrangement with the Company or the related party of the Company;

• (II) having met one of the conditions as described in Article 4 herein in the last twelve months.

Chapter III Decision-making Powers on Related Party Transactions

Article 6 Decision-making powers on related party transactions:

• (I) If the transaction is not conducted on normal commercial terms or better, it shall be approved by the board of directors (the “Board”) and/or a general meeting of the Company in accordance with the Sci-Tech Innovation Board Listing Rules and the Hong Kong Listing Rules, and shall comply with other applicable provisions of the Sci-Tech Innovation Board Listing Rules and the Hong Kong Listing Rules.

• (II) Any related party transaction between the Company and a related natural person involving a transaction amount of less than RMB300,000 shall be subject to the approval of the general manager of the Company.

• (III) Any related party transaction between the Company and a related legal person involving a transaction amount of less than RMB3,000,000 or less than 0.1% of the latest audited total assets or market capitalization of the Company shall be subject to the approval of the general manager of the Company.

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• (IV) Any related party transaction (other than the provision of guarantee) between the Company and a related natural person involving a transaction amount of more than RMB300,000 shall be subject to the review and approval of the Board and timely disclosure.

Any related party transaction (other than the provision of guarantee) between the Company and a related legal person involving a transaction amount of more than 0.1% of the latest audited total assets or market capitalization of the Company and more than RMB3,000,000 shall be subject to the review and approval of the Board and timely disclosure.

• (V) For a transaction (other than the provision of guarantee) between the Company and a related natural person or legal person accounting for more than 1% of the total assets or market capitalization of the Company and amounting to more than RMB30,000,000, a valuation report or audit report shall be provided according to the provisions of the Listing Rules, and such transaction shall be submitted to a general meeting for consideration and approval upon review of the Board.

The aforesaid are also subject to the following arrangements under the Hong Kong Listing Rules:

• (1) A transaction shall be submitted to the Board if any of its percentage ratios (other than the profits ratio) is equal to or higher than:

• (a) 0.1% or above;

• (b) 1% or above and the transaction is a connected transaction only because it involves connected person(s) at the subsidiary level; or

• (c) 5% or above and the total consideration (or in the case of any financial assistance, the total value of the financial assistance plus any monetary advantage to the connected person or commonly held entity) amounts to HK$3,000,000 or above.

• (2) A transaction shall be submitted to the Board and be subject to shareholders’ approval if any of its percentage ratios (other than the profits ratio) is equal to or higher than:

• (a) 5% or above; or

• (b) 25% or above and the total consideration (or in the case of any financial assistance, the total value of the financial assistance plus any monetary advantage to the connected person or commonly held entity) amounts to HK$10,000,000 or above.

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APPENDIX IX

Unless the exceptions or exemptions under the Hong Kong Listing Rules apply, the Company shall comply with applicable Hong Kong Listing Rules requirements, including but not limited to announcement, circular, independent board committee, independent financial adviser, annual reporting, annual review, etc.

Article 7 Any guarantee, regardless of its amount, provided by the Company for its shareholders, de facto controllers and the related parties shall be submitted to a general meeting for consideration and approval upon approval of the Board.

Where the shareholders consider a resolution at a general meeting regarding the provision of guarantees in favor of shareholders, de facto controllers and their 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 two-thirds of the voting rights held by other shareholders present at the general meeting.

Where the Company provides guarantees in favor of a controlling shareholder, de facto controllers and their related parties, such controlling shareholder, de facto controllers and their related parties shall provide counter-guarantees.

Article 8 If the subject matter of the related party transaction subject to consideration and approval at a general meeting according to these management policies is the equity interest of the Company, the Company shall engage an accounting firm qualified to deal with securities and futures to audit the financial reports of the current financial year and of the last quarter of the subject matter of the transaction. The cut-off date for the audit shall not be more than six months prior to the date of entering into the agreement. If the subject matter of the transaction is assets other than equity interest, the Company shall engage a property valuer firm qualified to deal with securities and futures to carry out valuation. The base date of the valuation shall not be more than one year from the date of entering into the agreement. In case of the subject matter of the related party transaction in the ordinary and usual course of business of the Company, audit or valuation may be exempted, it includes:

• (1) acquiring raw materials, fuels or power;

• (2) selling products or commodities;

• (3) providing or receiving services;

• (4) selling by consignment or selling on commission.

The Company shall also engage an independent financial adviser according to the Sci-Tech Innovation Board Listing Rules and the Hong Kong Listing Rules, if necessary.

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Article 9 Where the Company intends to conduct a related party transaction which is subject to consideration and approval at a general meeting, prior consent should be obtained from independent directors before such transaction is submitted to the Board for consideration.

Prior consent from independent directors shall be approved by more than half of all independent directors and disclosed in an announcement of the relevant related party transaction.

Article 10 Where the Company enters into a related party transaction involving the “provision of financial assistance”, “provision of guarantee”, “entrusted financial management” or other matters as described in Article 3 herein, calculation shall be based on the actual amount and shall be calculated in aggregate within twelve consecutive months according to the type of transaction. Where the aggregate amount reaches the standards set out in Article 6 herein, the provisions of Article 6 shall apply. If the relevant decision-making procedures under Article 6 have been performed, the transaction shall not be included in the relevant scope of aggregated calculation.

Article 11 If the Company enters into the following related party transactions within twelve consecutive months, based on the principle of aggregated calculation, the provisions of Article 6 herein shall apply:

• (I) transactions entered into with the same related party or parties connected with one another;

• (II) transactions entered into with different related parties with respect to a certain type of subject matter;

• (III) whether or not these transactions involve the acquisition or disposal of a constituent part of an asset, or securities of or interests in a company or group of companies; or

• (IV) whether these transactions together will lead to substantial involvement by the Group in a new business activity.

The same related party referred to above shall include legal persons or other organizations under control of the same entity as the related party or having control of interests in each other with the related party, or in which their positions of director or senior management are assumed by the same natural person.

If the relevant decision-making procedures under Article 6 have been performed, the transaction shall not be included in the relevant scope of aggregated calculation.

The Company shall also comply with the aggregation calculation requirements for connected transactions under the Hong Kong Listing Rules.

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Chapter IV Review and Approval Procedures on Related Party Transactions

Article 12 Related directors include the following directors or directors who meet any of the following conditions:

• (I) being the counterparty of a transaction;

• (II) holding office in the counterparty, or holding office in a legal entity or other organizations which is in a position to directly or indirectly control the counterparty or which is under the direct or indirect control of the counterparty;

• (III) having direct or indirect control of the counterparty;

• (IV) being a close family member of the counterparty or its direct or indirect controller (including spouse, father, mother, father-in-law, mother-in-law, brother, sister, brother-in-law, sister-in-law, child aged 18 or above, son-in-law, daughter-in-law, brother or sister of son-in-law or daughter-in-law, father or mother of son-in-law or daughter-in-law);

• (V) being a close family member of a director, supervisor or senior management member of the counterparty or its direct or indirect controller (including spouse, father, mother, father-in-law, mother-in-law, brother, sister, brother-in-law, sister-in-law, child aged 18 years or above, son-in-law, daughter-in-law, brother or sister of son-in-law or daughter-in-law, father or mother of son-in-law or daughter-in-law);

• (VI) being a person whose independent commercial judgment may be influenced as determined by the relevant laws, regulations, the Sci-Tech Innovation Board Listing Rules, the Hong Kong Listing Rules or the Company based on the principle of “substance over form” for other reasons.

Article 13 Statement of related directors

Where a director personally or other enterprises where such director assumes offices is/are, directly or indirectly, related to an existing or proposed contract, transaction or arrangement of the Company (other than a service contract), whether or not relevant matters shall be subject to the Board’s approval under normal circumstances. such director shall disclose the nature and extent of such related relationship to the Board within ten days from the date of having knowledge or presumed to have knowledge of such related relationship, and make relevant disclosure of interest in accordance with the requirements of the laws and regulations of the places where the Company’s shares are listed and the Articles of Association. If such director has notified the Board in writing before the Company’s first consideration of entering into the relevant contract, transaction or arrangement, declaring that in view of the

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content of the notice, he has an interest in the contract, transaction or arrangement to be entered into by the Company, then within the scope stated in the notice, the related director shall be deemed as having made the disclosure as required in this article.

Article 14 The description on the related party transaction in the relevant resolution of the Board shall at least include the following contents:

• (I) the details, quantity, unit price, total amount, proportion in similar business, pricing policy and its basis of such transaction. It shall also indicate whether the pricing is fair and whether there is any difference from the third-party price on the market. For a major related party transaction without a comparable marker price or with a restricted price, it shall indicate whether the relevant costs and profits criteria are specified in the contract.

• (II) the impact of such transaction on the financial conditions and operating results of the Company.

• (III) whether such transaction prejudices the interests of the Company and minority shareholders.

Article 15 Subject to the laws and regulations of the places where the Company’s shares are listed and the Sci-Tech Innovation Board Listing Rules and the Hong Kong Listing Rules, when the Board of the Company considers a related party transaction, the related directors shall abstain from voting and shall not exercise voting rights on behalf of other directors. A meeting of the Board may be held with the attendance of more than half of the non-related directors and any resolution passed at such meeting shall be subject to approval by more than half of the non-related directors. Where fewer than three non-related directors attend such meeting, the transaction shall be submitted to a general meeting for consideration. If a connected transaction is not exempted under the Hong Kong Listing Rules, the Company shall also comply with the relevant announcement, circular and independent shareholders’ approval requirements.

Article 16 Subject to the laws and regulations of the places where the Company’s shares are listed and the Sci-Tech Innovation Board Listing Rules and the Hong Kong Listing Rules, the following shareholders shall abstain from voting when a related party transaction is considered at the general meeting:

• (I) being the counterparty;

• (II) having direct or indirect control of the counterparty;

• (III) being under direct or indirect control of the counterparty;

• (IV) being directly or indirectly controlled by the same legal person, other organizations or natural person as the counterparty;

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• (V) being a close family member of the counterparty or a direct or indirect controller of the counterparty (including spouse, father, mother, father-in-law, mother-in-law, brother, sister, brother-in-law, sister-in-law, child aged 18 years or above, son-inlaw, daughter-in-law, brother or sister of son-in-law or daughter-in-law, father or mother of son-in-law or daughter-in-law);

• (VI) holding office in the counterparty, or holding office in a legal entity which is in a position to directly or indirectly control the counterparty or which is under the direct or indirect control of the counterparty (applicable to shareholders who are natural persons);

• (VII) being restricted or influenced in terms of voting right due to an equity transfer agreement or other agreements that has not been fulfilled with the counterparty or its related party;

• (VIII) being a legal person or natural person as determined by the relevant laws, regulations, the Sci-Tech Innovation Board Listing Rules, the Hong Kong Listing Rules or the Company based on the principle of “substance over form” that may lead or has led the Company to make skewed distribution in his or its favor.

Article 17 When a general meeting votes on a related party transaction, the related shareholders shall abstain from voting and shall not exercise the voting rights on behalf of other shareholders; and the number of voting shares represented by them shall not be counted in the total number of shares validly voted.

Article 18 The Group must enter into a written agreement for a connected transaction. The written agreement for a continuing connected transaction must contain the basis for calculating the payments to be made. The term of the agreement must be fixed and reflect normal commercial terms or better. The term of the agreement shall not exceed three years except under special circumstances where the nature of the transaction requires a longer term. In this case, the Company must appoint an independent financial adviser to explain why the agreement requires a longer term and to confirm that it is normal business practice for agreements of this type to be of such duration. If the term of such ordinary related party transaction agreement between the Company and the related party exceeds three years, the review procedure should be performed triennially according to these management policies, subject to the requirements of the Sci-Tech Innovation Board Listing Rules and the Hong Kong Listing Rules in relation to continuing connected transactions.

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Chapter V Disclosure of Related Party Transactions

Article 19 The Company shall disclose related parties, related party transactions and other relevant information in accordance with the provisions of relevant laws, regulations and regulatory documents.

Article 20 Where a transaction between the Company and the related party meets any of the following criteria, it shall be disclosed in a timely manner:

• (I) a transaction entered into with a related natural person with a transaction amount of more than RMB300,000;

• (II) a transaction entered into with a related legal person with a transaction amount accounting for more than 0.1% of the latest audited total assets or market capitalization of the Company and more than RMB3,000,000.

Article 21 Relevant obligations stipulated herein may be exempted for the following related party transactions entered into between the Company and the related parties:

• (I) either party subscribes for the shares, company bonds or corporate bonds, convertible company bonds or other types of derivatives of another party in cash;

• (II) either party, as a member of the underwriting syndicate, underwrites the publicly offered shares, company bonds or corporate bonds, convertible company bonds or other types of derivatives issued by another party;

• (III) either party receives dividend, bonus or reward in accordance with the resolutions passed at a general meeting of another party;

• (IV) either party participates in a public tender or auction of another party, unless it is unlikely for the public tender or auction to be conducted at a fair price;

• (V) the Company unilaterally benefits from the transaction, including receiving cash assets as a gift, being granted debt relief, accepting guarantee and financial assistance, etc.;

• (VI) the price of the related party transaction is determined in accordance with national requirements;

• (VII) The related party provides funds to the Company at an interest rate no higher than the prevailing benchmark lending rate stipulated by the People’s Bank of China, for which the Company provided no security;

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• (VIII) the Company provides goods or services to directors, supervisors or senior management members on the same terms and conditions as those in the transactions between the Company and non-related parties;

• (IX) other transactions determined by stock exchanges and other regulatory authorities.

Chapter VI Supplementary Provisions

Article 22 A related party transaction of a subsidiary controlled or held as to over 50% by the Company shall be deemed as an act of the Company, and the decision-making and disclosure standards shall be subject to the above requirements. A related party transaction of an investee company of the Company shall be subject to the above requirements in terms of the amount after multiplying the subject matter of the transaction by the shareholding ratio or agreed profit sharing ratio.

Article 23 Decision-making records, resolutions and other documents in relation to related party transactions shall be kept by the secretary to the Board for no less than ten years.

Article 24 In these management policies, the terms “more than”, “over” and “within” shall include the given figure, and the terms “less than” and “lower than” shall not include the given figure.

Article 25 Matters not covered by these management policies shall be executed in accordance with the relevant provisions of the laws and regulations of the PRC and the places where the Company’s shares are listed, the Articles of Association and other regulatory documents. In the event that these management policies are inconsistent with the laws and regulations thereafter issued in the PRC or the places where the Company’s shares are listed and the Articles of Association as modified through legal procedures, provisions of such laws and regulations issued in the PRC or the places where the Company’s shares are listed as well as the Articles of Association shall prevail. These management policies shall be amended as soon as practicable and submitted to a general meeting of the Company for consideration and approval.

Article 26 These management policies shall be construed by the Board of the Company.

Article 27 Subject to the approval at a general meeting of the Company, these management policies shall come into effect from the date on which the shares of the Company are traded on the Sci-Tech Innovation Board of the Shanghai Stock Exchange.

• For identification purpose only

Note: If there is any inconsistency between the English and Chinese versions of these management policies, the Chinese version shall prevail.

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ADMINISTRATIVE POLICIES FOR EXTERNAL GUARANTEES

Chapter I General Provisions

Article 1 In order to protect the lawful rights and interests of investors, standardize the provision of external guarantees by Shanghai Junshi Biosciences Co., Ltd. (上海君實生物醫 藥科技股份有限公司) (the “Company”), avoid risks of external guarantees effectively, and ensure safety of the Company’s assets, these policies have been formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”) and other laws, regulations and normative documents, and the Articles of Association of Shanghai Junshi Biosciences Co., Ltd. (the “Articles of Association”), and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited while taking into account the actual circumstances of the Company.

Article 2 External guarantees referred to herein refer to the guarantees provided by the Company to others, including guarantees provided by the Company to its subsidiaries.

Article 3 The Company shall exercise centralized management over external guarantees. Unless otherwise approved by the board of directors (the “Board”) or a general meeting of the Company, no person shall have the right to enter into any contract, agreement or other similar legal document on external guarantee on behalf of the Company.

Article 4 The directors and senior management members of the Company shall exercise caution and strict control over debt risks arising from guarantees, and shall bear joint and several liabilities for losses arising from illegal or inappropriate external guarantees.

Article 5 External guarantees made by substantially owned subsidiaries or subsidiaries in actual control of the Company shall be deemed as an act of the Company, and these policies shall be applicable to such external guarantees made by those companies. Substantially owned subsidiaries shall inform the Company in a timely manner upon its board of directors or general meeting making a decision for the Company to perform relevant information disclosure obligations, including relevant requirements of laws and regulations of the places where shares of the Company are listed.

Article 6 The Company shall observe the principles of legal compliance, prudence, mutual benefit and safety when providing external guarantees and strictly control the guarantee risk.

Article 7 The Company shall take necessary measures such as counter-guarantee for risk prevention upon provision of guarantee to others; counter-guarantees shall be enforceable, and the provider of the counter-guarantee shall have actual guarantee capability.

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Chapter II Examination on External Guarantee Objects

Article 8 The Company may provide guarantees to an entity with independent legal person status which meets one of the following criteria:

• (I) a mutually guaranteed entity due to business needs of the Company;

• (II) an entity with established important business relationship with the Company;

• (III) an entity with potential important business relationship with the Company;

• (IV) a substantially owned subsidiary of the Company or other entities in a control relationship with the Company.

The entities above shall also have relatively strong debt repayment capabilities and shall meet other relevant provisions hereof.

Article 9 Although it may not meet the conditions stated in Article 8 herein, the Company may provide guarantees to a guarantee applicant that the Company believes to be necessary for developing business cooperation with and has lower risks, upon approval by the Board or review and approval of a general meeting of the Company.

Article 10 Before making the decision to provide a guarantee to others or submitting such proposal to a general meeting for voting, the Board of the Company shall obtain the information on the debtor’s credit status and shall make adequate analysis of the benefits and risks associated with such guarantee.

Article 11 Information on the credit status of a guarantee applicant shall at least include the following:

• (I) basic information of enterprise including business license, copy of articles of association, identity certification of legal representative, relevant information revealing connected relationship or other relationship with the Company, etc.;

• (II) application for guarantee, including but not limited to the form, term and amount of such proposed guarantee;

• (III) audited financial reports for the last three years and loan repayment ability analysis;

• (IV) copy of the main contract in respect of the loan;

• (V) conditions and relevant information in relation to the guarantee applicant’s provision of counter-guarantee;

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• (VI) statement of non-existence of potential or pending major lawsuits, arbitration or administrative penalties;

• (VII) other important information.

Article 12 The handling responsible person shall conduct investigation and verification on the operation and financial position, project status, credit status and industry prospect of the guarantee applicant based on the information provided by the guarantee applicant and report to the relevant departments for review according to the contract approval procedures. Upon approval by a competent leader or general manager, the relevant information shall be submitted to the Board or a general meeting of the Company for approval.

Article 13 The Board or a general meeting of the Company shall review and vote on the submitted information, and shall record the relevant voting results. No guarantee shall be provided by the Company in case of any of the following circumstances or if the information provided is insufficient:

• (I) having a flow of capital investment that does not comply with national laws and regulations or national industrial policies;

• (II) having false records in or providing false information with the financial and accounting documentation of the guarantee applicant for the last three years;

• (III) having overdue loan repayments or default of interest payments on bank loans for which the Company has provided guarantee(s) to the guarantee applicant, and they remain outstanding or there are no effective remedial measures implemented when the application for this guarantee application is made;

• (IV) deterioration in operation or reputation of the guarantee applicant with no signs of improvement;

• (V) failure to provide any valid property against which counter-guarantee is to be provided;

• (VI) such other circumstances as the Board or a general meeting considers that a guarantee shall not be provided.

Article 14 The counter-guarantee provided by the guarantee applicant or other effective risk prevention measures shall match with the guaranteed amount. No guarantee shall be provided to the guarantee applicant if the property against which the counter-guarantee is to be provided is prohibited by laws and regulations from being freely transferred or otherwise non-transferable.

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Chapter III Approval Procedure for External Guarantees

Article 15 The general meeting of the Company is the highest decision-making body in respect of external guarantees provided by the Company. The Board shall exercise its decision-making authority over external guarantees pursuant to its authority for approval of external guarantee as stipulated in the provisions of the Articles of Association. For any external guarantee with an amount exceeding the approval authority of the Board as stipulated in the provisions of the Articles of Association, the Board shall submit a resolution for consideration and approval and report to a general meeting for approval. The Board shall organize, manage and execute the external guarantees approved at a general meeting.

Article 16 External guarantees subject to consideration and approval at a general meeting shall be submitted to a general meeting for consideration and approval only after the same have been considered and approved by the Board. External guarantees subject to consideration and approval at a general meeting shall include but are not limited to the following:

• (I) guarantees provided subsequent to the total amount of external guarantees provided by the Company and its substantially owned subsidiaries reaching or exceeding 50% of the latest audited net assets of the Company;

• (II) total amount of external guarantees within 12 consecutive months reaches or exceeds 30% of the latest audited total assets of the Company;

• (III) guarantee provided for a guarantee applicant with a gearing ratio of more than 70%;

• (IV) a single guarantee with an amount exceeding 10% of the latest audited net assets of the Company;

• (V) guarantee provided to shareholders, de facto controller and its related parties;

• (VI) other guarantees as stipulated under the provisions of the laws and regulations of the PRC or the places where shares of the Company are listed or the Articles of Association.

Any matters of external guarantee within the scope of authority of the Board shall be approved by more than half of all directors and shall be approved by two-thirds or more of the directors present at the meeting of the Board. Guarantees stated in item (II) above shall be subject to approval by shareholders representing two-thirds or more of the voting rights present at a general meeting.

Where shareholders consider a resolution at a general meeting on the provision of guarantees in favor of shareholders, de facto controllers and their related parties, such shareholders, shareholders under the control of such de facto controllers, or shareholders

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required to abstain from voting according to the laws and regulations of the places where shares of the Company are listed shall abstain from voting. Such resolution is subject to the approval of all the voting rights held by shareholders present at a general meeting.

External guarantees that must be considered by a general meeting may become valid subject to the approval of all the voting rights held by shareholders present at such general meeting.

Guarantees provided by the Company to its wholly-owned subsidiaries or guarantees provided to its substantially owned subsidiaries where other shareholders of such substantially owned subsidiaries provide guarantees proportionately according to their beneficial interests and the interests of the listed company are not impaired may be exempted from the provisions of above items (I), (III) and (IV), unless otherwise provided in the Articles of Association. The Company shall disclose the above guarantees in its annual reports and interim reports.

Article 17 Guarantees provided by the Company to related parties shall be based on reasonable business logic, and are subject to timely disclosure upon consideration and approval of the Board and shall be submitted to a general meeting for consideration and approval. If the Company provides guarantees to controlling shareholders, de facto controllers and related parties, such controlling shareholders, de facto controllers and its related parties shall provide counter-guarantees.

Article 18 The Company may, if necessary, engage external professional institutions to evaluate the risks of the external guarantees as the basis of decision-making by the Board or the general meeting.

Article 19 The Company shall enter into guarantee contracts and counter-guarantee contracts in writing in respect of external guarantees. The guarantee contracts and the counter-guarantee contracts shall include contents stipulated by the Guarantee Law of the People’s Republic of China, the Contract Law of the People’s Republic of China and other laws and regulations.

Article 20 The guarantee contracts shall at least include the following particulars: (I) category and sum of the guaranteed principal creditor’s rights; (II) term for the debtor to repay its debt; (III) form of guarantee; (IV) scope of guarantee; (V) term of guarantee; (VI) such other matters as considered necessary to be agreed upon by both parties.

Article 21 Prior to entering into a guarantee contract, the responsible person shall comprehensively and diligently review the signatory and relevant particulars of the principal contract, the guarantee contract and counter-guarantee contract. The Company shall request the relevant party to amend any clause which may contravene laws, regulations, the Articles of Association and relevant resolutions of the Board or a general meeting of the Company and

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impose unreasonable obligations or unpredictable risks on the Company. If such party refuses to amend such clauses, the responsible person shall decline to provide guarantee for such party and report to the Board or a general meeting of the Company.

Article 22 The Chairman of the Company or other legally authorized persons shall sign the guarantee contracts on behalf of the Company pursuant to the resolutions of the Board or a general meeting of the Company. No person shall be entitled to sign such guarantee contracts on behalf of the Company without approval and authorization by a general meeting or the Board of the Company. The responsible person shall not sign guarantee contract beyond his authority or sign or affix the Company’s seal on the principal contract in the capacity of a guarantor.

Article 23 The Company may enter into a mutual guarantee agreement with business corporations in compliance with these policies. The responsible person shall timely require the other party to provide relevant financial and accounting statements and other information revealing its debt repayment ability truthfully.

Article 24 Upon acceptance of a counter-guarantee mortgage or a counter-guarantee pledge, the financial department and legal department of the Company shall complete the relevant legal procedures together, in particular the timely registration of such mortgage or pledge and other procedures.

Article 25 If the guaranteed debt is due and extension is required, and the Company is required to further provide guarantee, guarantee examination and approval procedures and information disclosure obligations shall be performed again as if it is a new external guarantee.

Chapter IV Management of External Guarantee s

Article 26 External guarantees shall be handled by the financial department and assisted by legal personnel.

Article 27 During the process of providing external guarantees, the main duties of the financial department of the Company are as follows:

• (I) to conduct credit investigations and evaluations on the guaranteed entities;

• (II) to handle the specific guarantee procedures;

• (III) to track, inspect and supervise the guaranteed entities subsequent to the provision of the external guarantees;

• (IV) to file and manage documents related to the guaranteed entities with care;

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• (V) to honestly provide all information related to the external guarantees of the Company to the Company’s auditors in accordance with the regulations in a timely manner;

• (VI) to handle other matters related to the guarantees.

Article 28 During the process of providing external guarantees, the main duties of legal personnel are as follows:

• (I) to cooperate with the financial department to conduct credit investigations and evaluations on the guaranteed entities;

• (II) to draft or review all documents related to the guarantees from a legal perspective;

• (III) to handle legal disputes related to the external guarantees;

• (IV) to handle debt recovery from the guaranteed entities subsequent to the Company’s assumption of the guarantee responsibility;

• (V) to handle other matters related to the guarantees.

Article 29 The Company shall properly manage the guarantee contracts and relevant historical data, conduct timely inspections, and regularly check with relevant institutions such as banks to ensure that the archived documents are complete, accurate and valid, and pay attention to the time limit of the guarantees.

In the process of contract management, once an abnormal contract has been found that has not been approved by the Board or a general meeting, it shall be reported to the Board and the board of supervisors in a timely manner.

Article 30 The Company shall assign special personnel to continue to pay attention to the situation of the guaranteed party, collect the latest financial information and audit reports of the guaranteed party, analyze its financial position and repayment ability regularly, pay attention to the changes in its production and operations, assets and liabilities, external guarantees and division and merger and change of legal representative, establish relevant financial files, and report to the Board on a regular basis.

If the relevant responsible person finds serious deterioration in the state of operation of the guaranteed party or occurrence of major events such as company dissolution or division, he shall promptly report to the Board. The Board is responsible for adopting effective measures to minimize losses.

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Article 31 If a debt under an external guarantee is due, the Company shall urge the guaranteed party to discharge its repayment obligation as scheduled. When the Company provides guarantees to others, once the guaranteed party is unable to fulfill its debt repayment obligation when the debt is due, or the guaranteed party goes bankrupt and enters into liquidation, or creditors advocate for the performance of guarantee obligations by the Company, the handling department shall timely learn about the debt repayment status of guaranteed party and initiate procedure of debt recovery by counter-guarantee, and concurrently report to the secretary to the Board who will then report to the Board immediately.

Article 32 Upon fulfillment of the guarantee obligations for the debtor, the Company shall take effective measures to recover its debts from the debtor. The Company’s handling department shall report the debt recovery status to the secretary to the Board, who shall promptly inform the Board of the same.

Article 33 If the Company finds evidence that the guaranteed party loses or may lose the ability to fulfill its debt repayment obligation, it shall promptly take necessary measures to effectively control the risk; if the Company finds that the creditor and the debtor are on a malicious conspiracy and prejudice the interests of the Company, it shall immediately take measures such as requesting confirmation that the guarantee contract is invalid; if the guaranteed party defaults and causes economic losses, the Company shall promptly demand repayment from the guaranteed party.

Article 34 The financial department and legal personnel shall propose corresponding measures to a competent leader for review based on other potential risks that may occur, and such competent leader shall submit the same to the general manager’s office meeting, the Board and the board of supervisors depending on the circumstances.

Article 35 If the Company acts as one of the guarantors for a debt that has been secured by two or more guarantors and it is agreed that the guarantors shall take their respective guarantee obligations in proportion, the Company shall refuse to undertake any guarantee obligation beyond and additional to the agreed proportion.

Article 36 Subsequent to the acceptance of the debtor’s bankruptcy application by the People’s Court but no creditor has declared its claims, the relevant responsible person, financial department and legal department shall propose to the Company to participate in the distribution of insolvent assets and exercise its right of recourse in advance.

Chapter V Disclosure of Information on External Guarantees

Article 37 The Company shall fulfill the information disclosure obligations of external guarantees strictly in accordance with laws, regulations, rules, normative documents, regulatory rules and the Articles of Association.

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Article 38 Any department or personnel engaged in external guarantees matters of the Company shall have the responsibility to timely report information about such external guarantees to the secretary to the Board and provide the documents and information required for information disclosure.

Article 39 If the listed company provides guarantees and the guaranteed party fails to perform its debt repayment obligation within 15 trading days after the debt is due, or the guaranteed party goes bankrupt and enters into liquidation or other situations that seriously affect its repayment ability, the Company shall disclose the details thereof on a timely basis.

Article 40 The Company shall take necessary measures to minimize the number of personnel to whom such information is available before the information of the guarantees is disclosed in accordance with laws. Any person who is aware of the Company’s guarantee information legally or illegally shall be subject to the inherent obligations for confidentiality until the date on which such information is disclosed in accordance with laws, failing which he shall assume any legal liability arising therefrom.

Chapter VI Responsibilities of the Responsible Person

Article 41 The Company shall strictly comply with these policies in respect of the provision of guarantees. The Board of the Company shall impose corresponding penalties on the responsible person at fault in respect of the loss, scale of the risk, and the seriousness of the case.

Article 42 Any director, general manager or other senior management member of the Company who entered into a guarantee contract beyond their authority without prior consent and without abiding by the provisions hereof shall be held accountable.

Article 43 Any handling department officers or other responsible persons who breach the provisions of laws or these policies, neglect the risks and provide guarantees without authorization causing losses to the Company, shall assume liability for compensation.

Article 44 If the Company’s handling department officers or other responsible persons fail to fulfill their duties and cause losses to the Company, they shall be subject to economic punishment or administrative sanctions depending on the seriousness of the case.

Article 45 Where a guarantor is free from guarantee liability according to the provisions of laws, but the Company’s handling department officers or other responsible persons act without prior authorization which results in the Company’s assumption of liability and subsequent losses, they shall assume liability for compensation and shall be subject to administrative sanctions by the Company.

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Chapter VII Supplementary Provisions

Article 46 In these policies, the terms “more than” and “exceeding” shall include the given figure, and the terms “over” shall not include the given figure.

Article 47 Unless otherwise specified, the terms used in these policies shall have the same meanings as those defined in the Articles of Association.

Article 48 Matters not covered by these policies shall be executed in accordance with relevant provisions of laws, regulations and normative documents of the PRC and the place(s) where shares of the Company are listed, and the Articles of Association. In the event that these policies are inconsistent with relevant laws, regulations, normative documents and the Articles of Association, the provisions of such laws, regulations, normative documents and the Articles of Association shall prevail, and these policies shall be amended as soon as practicable and submitted to the general meeting of the Company for review and approval.

Article 49 These policies shall be construed by the Board of the Company.

Article 50 Subject to approval at a general meeting of the Company, these policies shall come into effect on the date on which the shares of the Company are traded on the Sci-Tech Innovation Board of the Shanghai Stock Exchange.

* For identification purpose only

Note: If there is any inconsistency between the English and Chinese versions of these administrative policies, the Chinese version shall prevail.

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APPENDIX XI

ADMINISTRATIVE POLICIES FOR EXTERNAL INVESTMENT

Chapter I General Provisions

Article 1 In order to strengthen the internal control of the external investment activities of Shanghai Junshi Biosciences Co., Ltd.* (上海君實生物醫藥科技股份有限公司) (the “Company”), standardize external investment activities, take precaution against external investment risks, ensure the security of external investment and increase the returns on external investment, these policies have been formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Rules Governing the Listing of Securities on the Sci-Tech Innovation Board of the Shanghai Stock Exchange, the Articles of Association of the Company (the “Articles of Association”) and the the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Article 2 The external investment referred to herein refer to the act of investing disposable resources including cash, tangible assets and intangible assets into other organizations or individuals with the aim of achieving the strategy of expanding production scale and attaining long-term profits. Such activities include the establishment of new wholly-owned subsidiaries, additional investments in subsidiaries, or, among others, setting up associates or joint ventures, merger, acquisition and transfer of equities, entrusted loan, entrusted financial management or purchase of shares or bonds with other organizations.

Article 3 All external investment activities of the Company shall comply with relevant national laws and regulations and industrial policies, be in line with the long-term development plans and development strategies of the Company, benefit the expansion of the principal business and the expansion of reproduction, advance the sustainable development of the Company, have expected returns on investment and be conducive to improving the Company’s overall economic benefits.

Article 4 These policies shall be applicable to all external investment activities of the Company and its wholly-owned subsidiaries and substantially owned subsidiaries.

Chapter II Investment Decision-making

Article 5 The main decision-making bodies of the Company in terms of external investments shall be the general meeting and the board of directors (the “Board”).

Article 6 External investment activities of the Company reaching one of the following standards shall be submitted to the Board for consideration and disclosed in a timely manner:

• (I) total amount of assets (book value or assessed value, whichever is higher) involved in the transactions exceeds 10% of the latest audited total assets of the Company;

• (II) the consideration exceeds 10% of the market capitalization of the Company;

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• (III) the net asset of the transaction target (such as equity interest) in the most recent accounting year exceeds 10% of the market capitalization of the Company;

• (IV) the operating revenue of the most recent accounting year generated by the transaction target (such as equity interest) of the transaction exceeds 10% of the audited operating revenue of the Company in the most recent accounting year, and exceeds RMB10 million;

• (V) profits arising from the transaction exceeds 10% of the audited net profit of the Company in the last accounting year, and exceeds RMB1 million;

• (VI) the net profit in the most recent accounting year generated by the transaction target (such as equity interest) of the transaction exceeds 10% of the audited net profit of the Company in the most recent accounting year, and exceeds RMB1 million.

The net profit index in the above criteria can be exempted from application before the Company realizes profits.

Article 7 For external investment activities of the Company reaching one of the following standards, the Board shall arrange for the same to be evaluated by relevant experts and professionals and submit the same to a general meeting for approval:

• (I) total amount of assets (book value or assessed value, whichever is higher) involved in the transaction exceeds 50% of the latest audited total assets of the Company;

• (II) the consideration exceeds 50% of the market capitalization of the Company;

• (III) the net asset of the transaction target (such as equity interest) exceeds 50% of the market capitalization of the Company;

• (IV) the operating revenue in the most recent accounting year generated by the transaction target (such as equity interest) of the transaction exceeds 50% of the audited operating revenue of the Company in the most recent accounting year, and exceeds RMB50 million;

• (V) profits arising from the transaction exceeds 50% of the audited net profit of the Company in the most recent accounting year, and exceeds RMB5 million;

• (VI) the net profit in the most recent accounting year generated by the transaction target (such as equity interest) of the transaction exceeds 50% of the audited net profit of the Company in the most recent accounting year, and exceeds RMB5 million.

The net profit index in the above criteria can be exempted from application before the Company realizes profits.

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Consideration referred to above refers to the transaction amount to be paid and liabilities and expenses to be borne. The consideration shall be the highest amount expected for a transaction arrangement involving possible future payment or receipt of consideration, not involving specific amount or where the amount is to be determined under set conditions.

Market capitalization referred to above refers to the average the closing market values in the 10 trading days prior to the transaction.

For transactions conducted in installments, the above policies shall be applied on an aggregate basis. The Company shall disclose the actual situation of the installment transaction on a timely basis.

Article 8 Articles 6 and 7 shall apply to transactions of the same type related to a transaction target of external investment of the Company within 12 consecutive months on an accumulative basis.

Transactions where relevant obligations have been fulfilled under Articles 6 and 7 shall no longer be included in the calculation on an accumulative basis.

Article 9 Where the transaction target is equity and reaches the standard prescribed in Article 7, the Company shall provide the audit reports for the financial reports of the latest year and the latest period of the transaction target; where the transaction target is non-cash assets other than equity, the Company shall provide an evaluation report. The period between the closing date and the date of use of the audited financial report shall be no longer than six months, and the period between the evaluation base date and the date of use of the evaluation report shall be no longer than one year.

The abovementioned audit report and evaluation report shall be issued by securities service institutions with qualifications for practicing securities and futures-related businesses.

Article 10 Prior to a general meeting or the Board making a decision regarding an external investment activity, relevant departments of the Company shall submit the matter to the strategic development committee with recommendations, and subsequently provide a feasibility research report and relevant information of the proposed investment project to each level ranging from the Board to the shareholders for the purpose of decision-making.

Article 11 External investments not reaching the standards under Article 6 shall be subject to approval by the chairman of the Board.

Article 12 External investments that are related party transactions shall be conducted by the decision-making authority on related party transactions of the Company.

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Chapter III Division of Work

Article 13 The department of the Company responsible for external investment management shall conduct feasibility research and evaluation for the Company’s external investment projects.

• (I) Prior to establishing a project, the department shall first consider the scale and scope of the current business development of the Company and the project, industry, time and expected returns of the external investment; then it shall conduct research on and collect information of the investment project; finally, it shall analyze and discuss the collected information and propose investment opinion and submit the same to the Board for filing.

• (II) Subsequent to the establishment of a project, the department is responsible for establishing an investment project evaluation team to conduct feasibility analysis and evaluation of the established investment projects, and may concurrently engage qualified intermediaries to participate in the evaluation. The evaluation shall take into full consideration various national regulations on external investments and ensure that it is in compliance with the Company’s internal rules and policies, such that all external investment activities may proceed legally.

Article 14 The finance department of the Company shall be responsible for financial management of external investments. Subsequent to the confirmation of an external investment project, the Company’s finance department shall raise funds, assist in the handling of, among others, contribution of capital, industrial and commercial registration, tax registration and opening of bank accounts, and implement stringent borrowing, approval and payment policies.

Article 15 The department of the Company responsible for external investment management shall conduct daily management of the Company’s long-term equity investment, and shall supervise external investment projects. Resolutions, contracts, agreements and external investment equity certificates shall be safekept by designated personnel with detailed archival records. Unauthorized personnel shall have no access to the equity certificates.

Article 16 Legal personnel shall be responsible for conducting compliance review for external investment projects of the Company.

Chapter IV Implementation and Control

Article 17 In determining external investment projects, the Company shall listen to a variety of opinion and suggestions from the experts in the evaluation team and relevant departments and personnel, and focus on the key indicators of decision-making on external

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investments, such as cash flow, the time value of currency and investment risks. Upon fully taking into consideration of the project investment risks and expected returns on investment, and balancing the advantages and disadvantages in all aspects, the most optimal investment plan shall be selected.

Article 18 Upon passing a resolution on the implementation plan of an external investment project, the Company’s general meeting and the Board shall determine, among others, the timing, amount, method and responsible personnel of capital contribution. Changes to the implementation plan of an external investment project shall be subject to the consideration and approval by the general meeting and the Board of the Company.

Article 19 Upon obtaining the approval for external investment, the authorized department or personnel shall be responsible for the specific implementation of the external investment plans, enter into contracts and agreements with the investee and conduct the transfer of property. Prior to entering into the investment contract or agreement, the Company shall not make investment payments or conduct the transfer of investment assets; upon the completion of an investment, the Company shall obtain the investment certificates or other valid credentials issued by the investee.

Article 20 For external investment conducted by the Company with tangible assets or intangible assets, such assets shall be valued by an asset valuation institution with relevant qualifications, and the valuation results shall be subject to the passing of resolution by a general meeting and a meeting of the Board of the Company before an external capital contribution may proceed.

Article 21 Upon the implementation of its external investment project, the Company shall send representatives to the investee company such as shareholders’ representative, director, supervisor, financial administrator or other senior management members, in order to perform follow-up management to the implementation progress, capital input, operation and income of the investment projects, and keep a firm grasp on the financial condition and business circumstances of the investee company. Upon identifying an abnormal condition, the representative shall report to the chairman of the Board or the general manager on a timely basis and take measures accordingly.

Article 22 The finance department of the Company shall be responsible for enhancing control over external investment income. Interests, dividends and other gains from external investments shall all be included in the Company’s financial accounting system. Concealed accounts are strictly prohibited.

Article 23 In addition to preparing the general statements for external investments, the Company’s finance department shall also prepare respective external financial breakdown statements depending on the type and in chronological order of the external investment business, regularly and irregularly reconcile relevant investment accounts with investees and ensure the accuracy of the investment business records and the security and integrity of external investments.

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Article 24 The Company’s department responsible for external investment management shall enhance the management of external investment archives and ensure the security and integrity of various documents such as resolutions, contracts, agreements and external investment equity certificates.

Chapter V Disposal of Investment

Article 25 The Company shall strengthen control over disposal of assets of external investment projects; the procedures and extent of authority for approving the disposal procedures such as withdrawal, transfer and write off upon approval shall be the same as those for approving an external investment.

Article 26 Upon the termination of an external investment project of the Company, the assets, liabilities and debts of the investee shall undergo full inventory inspection according to relevant national regulations on enterprise liquidation, during which attention shall be paid to behaviors such as illegal withdrawing and transfer of funds, unauthorized share of assets or unauthorized share of assets in disguised form and indiscriminate issuance of bonuses and allowances. Subsequent to the end of inspection, attention shall be paid to whether all assets and liabilities have been recovered in time and undergone accounting procedures.

Article 27 When writing off external investment after verification, the Company shall obtain legal instruments and documentary evidence unrecoverable due to the investee going bankrupt or other reasons.

Article 28 The Company’s finance department shall carefully review the approval documents, minutes of the meetings and lists of asset recovery relevant to the disposal of external investment assets, and conduct accounting treatments for disposal of external investment assets according to regulations on a timely basis to ensure the truthfulness and legality of disposal of assets.

Chapter VI Follow-up and Supervision

Article 29 Subsequent to the implementation of an external investment project of the Company, the department of the Company responsible for external investment management shall track and evaluate the investment results. Within three years from the implementation of the project, the Company’s department responsible for external investment management shall provide annual written reports to the Board on the progress of the project, including but not limited to whether: the investment direction is correct, the investment amount is in place, it matches the budget, there are any changes in the shareholding, there are any changes in the investment environment policies and there are any major differences from the statement in the feasibility report; and provide opinion on disposal to the Board of the Company based on identified issues or operational anomalies.

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Article 30 The board of supervisors of the Company exercises the right of supervision and inspection over external investment activities.

Article 31 The scope of supervision and inspection performed by the board of supervisors over external investment activities shall primarily include:

• (I) the setting of relevant positions and personnel relevant to the investment business, focusing on whether there is any individual assuming more than two incompatible functions.

• (II) the implementation of the investment authorization approval system, focusing on whether the authorization procedure for external investment business is sound and whether there is any ultra vires approval.

• (III) the legality of the investment plan, focusing on whether there is any illegal external investment.

• (IV) the safekeeping of relevant legal documents including the authorization documents, contracts and agreements of the investment activities.

• (V) the verification of investment projects, focusing on whether the original certificates are true, legal, accurate and intact, whether the accounting items are accurate and whether accounting is accurate and integral.

• (VI) the use of investment funds, focusing on whether the funds are used as planned and as budgeted, and whether there is any extravagance and waste, embezzlement and diversion of funds.

• (VII) the safekeeping of investment assets, focusing on whether there is inconsistent accounting.

• (VIII) disposal of investment, focusing on whether the approval procedure of the disposal of investment is accurate, and whether the process is true and legal.

Chapter VII Supplementary Provisions

Article 32 Matters not covered by these policies shall be executed in accordance with the relevant provisions of laws and regulations of the PRC and the places where shares of the Company are listed, the Articles of Association and other normative documents. In the event that these policies are inconsistent with laws and regulations subsequently promulgated in the PRC or the places where shares of the Company are listed and the Articles of Association as modified through legal procedures, these laws and regulations of the PRC or the places where

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shares of the Company are listed as well as the Articles of Association shall prevail, and these policies shall be amended as soon as practicable and submitted to a general meeting of the Company for consideration and approval.

Article 33 Unless otherwise specified, the terms used in these policies shall have the same meanings as those defined in the Articles of Association.

Article 34 These policies shall be construed by the Board of the Company.

Article 35 Subject to the approval at a general meeting of the Company, these policies shall come into effect on the date on which the shares of the Company are traded on the Sci-Tech Innovation Board of the Shanghai Stock Exchange.

• For identification purpose only

• Note: If there is any inconsistency between the English and Chinese versions of these administrative policies, the Chinese version shall prevail.

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APPENDIX XII

MANAGEMENT POLICIES FOR DISTRIBUTION OF PROFITS

Chapter I General Provisions

Article 1 With an aim to regulate the profit distribution of Shanghai Junshi Biosciences Co., Ltd.* 上海君實生物醫藥科技股份有限公司 (“the Company”), to establish a scientific, consistent and stable distribution mechanism, enhance the transparency in profit distribution, and to effectively protect the legitimate interests of minority investors, these regulations have been formulated according to relevant laws and regulations including the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China, and the Rules Governing the Listing of Securities on the Sci-Tech Innovation Board of the Shanghai Stock Exchange, and the Articles of Association of the Company (the “Articles of Association”), while taking into account the actual circumstances of the Company.

Article 2 The Company shall further enhance its awareness in generating shareholders’ returns and make independent decisions regarding the distribution of profits, while strictly complying with the Company Law, the Articles of Association and the requirements of laws and regulations in the place where the Company’s shares are listed. The Company shall give sufficient protection to the legitimate rights of the shareholders, including their rights in assets and revenue, and continuously enhance the decision-making procedures and mechanism of board of directors and general meetings regarding the profit distribution of the Company.

Article 3 The Company shall perform requisite decision-making procedures in the formulation of the profit distribution policy (especially the cash dividend policy). The board of directors (the “Board”) of the Company shall conduct specific research and demonstration in respect of shareholders’ returns, and elaborate the rationale of proposals and arrangements in details. The Company shall listen to the views of minority shareholders through various channels (including but not limited to telephone, fax, mailbox and interactive platforms, etc.) and duly disclose information in relation to cash dividends.

Chapter II Sequence of Profit Distribution

Article 4 The Company shall value reasonable returns of investors, in particular, the minority investors, and formulate a consistent and stable profit distribution policy.

In accordance with relevant laws and regulations of the PRC and the place where the Company’s shares are listed, and the Articles of Association, profits after-tax of the Company shall be distributed in the following sequence:

• (I) When allocating the profits after-tax of a current year, the Company shall allocate 10% of its profit to the statutory reserve. In the event that the accumulated statutory reserve of the Company has reached at least 50% of the registered capital of the Company, no further allocation is required;

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• (II) In the event that the statutory reserve of the Company is insufficient to make up the losses of the Company for the previous year, before allocating the statutory reserve in accordance with the provision of the preceding paragraph, the Company shall first make up the losses by using the profits for a current year;

• (III) After allocating the statutory reserve from the profits after-tax of the Company, the Company may allocate the discretionary reserve as resolved at a Company’s general meeting;

• (IV) After making up for the losses and making contributions to the reserve, any remaining profits after-tax shall be distributed to shareholders in proportion to their respective shareholdings, except for circumstances stated in the Articles of Association, which provide for any disproportionate distribution;

• (V) Where the general meeting of the Company violates the aforementioned requirements and where profits are distributed to shareholders prior to making up losses of the Company and allocating to the statutory reserve, shareholders must return the profit so distributed to the Company;

• (VI) The shares of the Company held by the Company shall not be entitled to any profit distribution.

Article 5 The reserve of the Company shall be used to make up the losses of the Company, to expand its production and operation or to increase its capital. However, the capital reserve shall not be used to make up any losses of the Company.

In transferring the statutory reserve to capital, the remaining balance of such reserve shall not be less than 25% of the registered capital of the Company prior to such transfer.

Chapter III Profit Distribution Principle and Policy

Article 6 Profit distribution principle

The Company is committed to implementing a consistent and stable profit distribution policy. The profit distribution of the Company shall value reasonable investment return to the investors while balancing the sustainable development of the Company. The profit distribution of the Company shall not exceed the accumulated profit available for distribution, and shall not jeopardize the Company’s ability to operate as a going concern.

Article 7 Forms of profit distribution

Subject to the profit distribution principle, the Company may distribute dividends in the form of (or in a combination of) cash or shares, in which, cash dividends shall be preferred to share dividends. Where the Company is in a position to distribute profits in the form of cash dividends, distribution should be made in cash.

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Article 8 Decision-making mechanism and procedures in relation to profit distribution

The profit distribution plans of the Company shall be formulated by the Board taking into account, among other things, the Company’s actual operating condition, future profitability, operation and development plan, cash flow, shareholders’ return, public capital costs and external financing environment. In formulating the annual or interim profit distribution plans, the Board shall carefully consider and demonstrate timing, conditions and minimum percentage, adjustment conditions and decision-making requirements for the distribution of cash dividends, whereas the independent directors shall express clear views regarding the profit distribution plans. The independent directors may collect opinions from minority shareholders, and directly submit a dividend distribution proposal to the Board for consideration.

Under the special circumstances where the profit distribution plan of the year cannot be determined in accordance with the established cash dividend policy or the minimum cash distribution percentage, the specific reasons thereof and the clear views of the independent directors shall be disclosed in the annual report. Under such circumstances, the Company’s profit distribution plan for the year shall be passed by more than two-thirds of the voting rights held by shareholders present at the general meeting.

The Board shall submit a profit distribution plan considered and approved by it to the general meeting for consideration and approval, and the general meeting shall vote on the profit distribution plan proposed by the Board in accordance with laws and regulations. The Company shall foster communication and exchange of opinions between itself and shareholders through various channels, in particular the minority shareholders, and take into full account the views and demands of minority shareholders, answering their concerns in a timely manner, before the consideration of a specific cash dividend plan at a general meeting.

Profit distribution in the form of share dividends shall be supported by concrete and reasonable factors such as the Company’s growth and the dilution of net assets per share. Distribution of dividends in the form of share dividends or in a combination of cash and shares shall be considered and passed at the general meeting of the Company by way of a special resolution.

Article 9 Conditions, percentage and intervals of cash dividends distribution

The following conditions shall be satisfied simultaneously before the distribution of cash dividends by the Company:

• (I) profits available for distribution by the Company for the year (namely the remaining profits after-tax after making up for the losses and making contributions to the reserve) shall be positive;

• (II) the distribution shall not exceed the Company’s accumulated profits available for distribution;

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• (III) an audit report with unqualified opinion is issued by the auditors with respect to the Company’s financial report for the year;

• (IV) the Company does not have significant external investment or significant cash outflow or any plan thereof (except for fund-raising and investment projects).

Significant investment plan or significant cash outflow refers to the situation in which accumulated expenses proposed for external investment, asset acquisition or equipment purchases for the next 12 months reaches or exceeds 30% of the Company’s latest audited total assets, and exceeds RMB50 million.

Article 10 Subject to the aforementioned conditions of cash dividend distribution have been fulfilled, the Board of the Company shall take into account, among other things, characteristics of the industries where the Company operates, its development stage, business model, profitability and whether it has any significant capital expenditure plans to determine the Company’s condition in accordance with the followings, and propose differentiated cash dividend policy in accordance with the procedures set out in the Articles of Association:

• (I) If the Company is at the mature stage of development and has no significant capital expenditure plan, the proportion of cash dividends shall be at least 80% in the profit distribution;

• (II) If the Company is at the mature stage of development and has a significant capital expenditure plan, the proportion of cash dividends shall be at least 40% in the profit distribution;

• (III) If the Company is at the growing stage and has a significant capital expenditure plan, the proportion of cash dividends shall be at least 20% in the profit distribution;

• (IV) If it is difficult to determine the Company’s stage of development while it has a significant capital expenditure plan, the profit distribution may be dealt with pursuant to the requirements in the preceding paragraph.

In case of illegal occupation of company funds by a shareholder, the Company shall deduct the cash dividends distributed to such shareholder, in order to replenish occupied funds.

The profit distribution in cash made by the Company each year shall not be less than 20% of the Company’s profit available for distribution during the year, and the accumulated profit distribution in cash made by the Company for the past three years shall not be less than 30% of the Company’s annual average profit available for distribution for the past three years.

Subject to conditions having been fulfilled and to the extent permitted by relevant regulations, the Board of the Company may propose an interim cash dividend distribution based on the Company’s profitability.

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Article 11 Adjustment mechanism for the profit distribution policy

If the Company intends to make adjustments to the profit distribution policy in accordance with its development plan and significant investment needs, the Board shall draft the amendments after thorough demonstration with an aim to protect shareholders’ interests. The Company shall take into full account the views of independent directors and minority shareholders through various channels, and the adjusted profit distribution policy shall not violate the relevant requirements of the CSRC and the stock exchange. The resolution in relation to the adjustment of profit distribution policy shall be considered by the Board of the Company, and submitted by the same to the general meeting of the Company for consideration and approval as a special resolution. Furthermore, the said general meeting shall adopt a combination of on-site and online voting, making it more convenient for investors to participate in the formulation or amendment of the profit distribution policy.

Article 12 Supervisory and binding mechanism in profit distribution

The implementation of the profit distribution policy and the decision-making procedures followed by the Board and management of the Company are subject to the supervision of the board of supervisors of the Company.

Chapter IV Implementation and Disclosure of Profit Distribution

Article 13 Upon passing the profit distribution plan at the general meeting of the Company, the Board of the Company shall complete the distribution of dividends (or share dividends) within two months.

Article 14 The Company shall strictly enforce the cash dividend policy determined in the Articles of Association as well as the specific cash dividend plan considered and approved at the general meeting of the Company. Where it is necessary to make adjustment or changes to the cash dividend policy as determined in the Articles of Association, such amendment or changes shall comply with the conditions set out in the Articles of Association, and relevant decision-making procedures shall be performed after thorough deliberation.

Article 15 Detailed disclosure of the profit distribution plan shall be made by the Company in periodic reports, announcements and circulars (as applicable), in accordance with the relevant rules and the laws and regulations of the place where the shares of the Company are listed.

Article 16 In case of illegal occupation of company funds by a shareholder, the Company shall have the right to deduct the cash dividends distributed to such shareholder, in order to replenish the occupied funds.

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Chapter V Supplementary Provisions

Article 17 Matters not covered by these regulations shall be executed in accordance with relevant provisions of laws and regulations of the PRC and the place where the Company’s shares are listed, the Articles of Association and other regulative documents. In the event that these regulations are inconsistent with laws and regulations later issued in the PRC or the place where the Company’s shares are listed and the Articles of Association as modified through legal procedures, these laws and regulations issued in the PRC or the place where the Company’s shares are listed as well as the Articles of Association shall prevail. These regulations shall be amended as soon as practicable and submitted to the general meeting of the Company for consideration and approval.

Article 18 These regulations shall be construed by the Board of the Company.

Article 19 Subject to the approval at the general meeting of the Company, these regulations shall come into effect from the date on which the shares of the Company are traded on the Sci-Tech Innovation Board of the Shanghai Stock Exchange.

• For identification purpose only

Note: If there is any inconsistency between the English and Chinese versions of these management policies, the Chinese version shall prevail.

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APPENDIX XIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

TERMS OF REFERENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

Chapter I General Provisions

Article 1 In order to further improve the governance structure of Shanghai Junshi Biosciences Co., Ltd.* (上海君實生物醫藥科技股份有限公司) (the “Company”) and facilitate the standardized operations of the Company and facilitate the performance of duties for independent non-executive directors, these rules have been formulated pursuant to the relevant laws, regulations and normative documents such as the Company Law of the People’s Republic of China (the “Company Law”), the Opinions on Further Promotion of Standardized Operations of Overseas Listed Companies and Deepening of Reform, the Guiding Opinions on Establishing the System of Independent Directors in Listed Companies (the “Guiding Opinions”), the Rules Governing the Listing of Securities on the Sci-Tech Innovation Board of the Shanghai Stock Exchange (the “Sci-Tech Innovation Board Listing Rules”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) as well as the relevant regulations of the Company (the “Articles of Association”) while taking into account the actual circumstances of the Company.

Article 2 An independent non-executive director shall be a director who does not hold any positions in the Company other than the position of director, and shall have no relationship with the Company and its substantial shareholders (i.e. shareholders who individually or jointly hold more than 5% of shares with voting rights of the Company) that may affect his independent and objective judgment, and who satisfies the independence requirements under the Sci-Tech Innovation Board Listing Rules and the Hong Kong Listing Rules of the places where the Company’s shares are listed.

Chapter II Qualifications of Independent Non-executive Directors

Article 3 A person holding the position of independent non-executive director shall satisfy the basic qualifications set forth below:

• (I) to satisfy the requirements for independent non-executive directors in respect of character, integrity, independence and experience under the laws and administrative regulations of the places where the Company’s shares are listed, the Sci-Tech Innovation Board Listing Rules, the Hong Kong Listing Rules and other relevant provisions, to possess the qualifications to hold office as a director a listed company;

• (II) to possess the independence as required by laws, administrative regulations and departmental rules, the Sci-Tech Innovation Board Listing Rules, the Hong Kong Listing Rules, the Guiding Opinions, the Articles of Association and Article 5 herein;

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• (III) to have the basic knowledge of the operations of a listed company, to be familiar with relevant laws, administrative regulations, competent departmental rules and regulations;

• (IV) other conditions as required by the Sci-Tech Innovation Board Listing Rules, the Hong Kong Listing Rules, and the Articles of Association.

Article 4 The members of the board of directors of the Company (the “Board”) shall comprise of no less than one third of and no less than three independent non-executive directors, of which at least one independent non-executive director must possess the appropriate professional qualifications or accounting or related financial management expertise.

At least one independent non-executive director of the Company shall usually reside in Hong Kong.

Chapter III Independence of Independent Non-executive Directors

Article 5 An independent non-executive director shall be independent, and shall satisfy the independence requirements in respect of independent non-executive directors under the Sci-Tech Innovation Board Listing Rules, the Hong Kong Listing Rules, and requirements of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”). Unless otherwise required herein, none of the following persons shall be nominated as an independent non-executive director of the Company:

• (I) persons directly or indirectly holding more than 1% of the issued shares of the Company;

• (II) such person having received an interest in any security of the Company as a gift, or by means of other financial assistance, from connected parties of the Company (including the Company’s core connected persons) or the Company itself. However, subject to section (I), such person will still be considered independent if such person receives shares or interests in securities from the Company or its subsidiary (but not from connected parties (including the Company’s core connected persons)), as part of his director’s fee, or pursuant to share option schemes established in accordance with the Listing Rules;

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• (III) such person is or was a director, partner or principal of a professional adviser which currently provides or has within one year immediately prior to the date of the proposed appointment provided services, or is or was an employee of such professional adviser who is or has been involved in providing such services during the same period, to:

• (1) the Company, its controlling shareholders, or any of their respective subsidiaries or connected parties (including the Company’s core connected persons); or

• (2) any person who was a controlling shareholder or, where there was no controlling shareholder, the chief executive or a director (other than an independent non-executive director), of the Company within one year immediately prior to the date of his proposed appointment as independent non-executive director or any of their close associates.

• (IV) currently, or within one year immediately prior to the date of the person’s proposed appointment, such person has a material interest in any principal business activity of or is involved in any material business dealings with the Company, its controlling shareholders or their respective subsidiaries or with any connected parties (including the Company’s core connected persons) of the Company;

• (V) such person is on the Board specifically to protect the interests of an entity whose interests are not the same as those of the shareholders as a whole;

• (VI) such person is or was connected with a director, chief executive or a substantial shareholder of the Company within two years immediately prior to the date of his proposed appointment as independent non-executive director, including:

• (1) any person cohabiting as a spouse with, and any child, step-child, parent, step-parent, brother, sister, step-brother and step-sister of, a director, the chief executive or a substantial shareholder of the Company;

• (2) the following relatives of such director, chief executive or substantial shareholder: a father-in-law, mother-in-law, son-in-law, daughter-in-law, grandparent, grandchild, uncle, aunt, cousin, brother-in-law, sister-in-law, nephew and niece. In the above circumstances, the Company shall provide the Hong Kong Stock Exchange with all relevant information to enable the Hong Kong Stock Exchange to make a determination on the independence of the director.

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APPENDIX XIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

• (VII) such person is, or has at any time during the two years immediately prior to the date of his proposed appointment been, an executive or director (other than an independent non-executive director) of the Company, its controlling shareholders or any of their respective subsidiaries or any of their core connected persons;

• (VIII) such person is financially dependent on the Company, its controlling shareholders or any of their respective subsidiaries or core connected persons of the Company;

• (IX) other persons as identified by the Hong Kong Stock Exchange, the CSRC and the Shanghai Stock Exchange.

For the purposes of this Article, a “substantial shareholder” refers to a person who is entitled to exercise, or control the exercise of, 10% or more of the voting power at any general meeting of the Company or any subsidiaries.

Article 6 Independent non-executive directors shall inform the Company and the Hong Kong Stock Exchange as soon as practicable if there is any subsequent change of circumstances which may affect their independence and must provide an annual confirmation of their independence to the Company. The Company must confirm in its annual reports whether it has received such confirmation and whether it still considers the independent non-executive directors to be independent.

Chapter IV Nomination, Election and Change of Independent Non-executive Directors

Article 7 The Company’s Board, board of supervisors or shareholders individually or in aggregate holding 3% or more of the issued shares with voting powers of the Company may nominate candidates for the office of independent non-executive directors to be elected at a general meeting.

Article 8 The following procedures shall be observed before electing independent non-executive directors:

• (I) the nominator of candidates for an independent non-executive director shall obtain consent from the nominee prior to his nomination. The nominator shall have full knowledge of the nominee’s occupation, educational background, professional title, detailed working experience and all other posts he concurrently holds, and shall be responsible for providing the Company with written materials of such information. A candidate shall undertake to the Company in writing that he accepts the nomination, and undertake that his publicly disclosed information is true and complete and guarantee to fulfill his duties as a directors after being elected.

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APPENDIX XIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

• (II) The nominator of an independent non-executive director shall give opinion on the nominee’s qualifications and independence as an independent non-executive director. The nominee shall make a public statement that he has no relationship with the Company that may affect his independent and objective judgment.

• (III) Where the nomination of independent non-executive directors occurs prior to the convening of a meeting of the Board or the board of supervisors, written materials of nominees as mentioned in sections (I) and (II) of this article shall be announced together with the resolutions of the Board or the board of supervisors or notice of general meeting.

• (IV) Where shareholders with right to nomination nominate an independent nonexecutive director to the Company according to law, the written notice of the intention to nominate an independent non-executive director and of the nominee indicating his willingness to accept the nomination together with written materials and undertakings mentioned in sections (I) and (II) of this article shall be delivered to the Company no less than 7 days (commence from the date when the notice of convening a meeting for such election is given by the Company) prior to convening of the general meeting.

Article 9 The term of office of an independent non-executive director shall be three years, which is the same as the term of office of other directors of the Company, and shall be eligible for re-election upon expiry of the term, provided that the term of office shall not be longer than six years.

Article 10 An independent non-executive director shall attend meetings of the Board. If an independent non-executive director fails to attend in person two meetings of the Board consecutively, the Board shall propose to the general meeting for his dismissal.

Article 11 Except for circumstances under which relevant laws and regulations or the listing rules of the place where the Company’s shares are listed provides that a person may not hold office as director, an independent non-executive director shall not be dismissed without proper reason before expiry of his term. Any dismissal prior to expiry of the term shall be disclosed by the Company as a special disclosure. If an independent non-executive director so dismissed considers the reason for dismissal as improper, he may make a public statement to that effect.

Article 12 An independent non-executive director may tender his resignation before the expiry of his term. When an independent non-executive director resigns, he shall submit a written resignation report to the Board in which he shall provide information on any circumstances related to his resignation or any circumstances to which he believes the attention of the Company’s shareholders and creditors must be drawn.

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PROPOSED FORMULATION OF THE TERMS OF REFERENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

APPENDIX XIII

If the resignation of an independent non-executive director causes the number of independent non-executive directors of the Board to fall below the minimum required by regulatory authorities, stock exchanges and the Articles of Association, the Company shall immediately report to the regulatory authorities or the stock exchanges in accordance with relevant requirements. The Board shall convene a general meeting to elect an alternate independent non-executive director within three months after the resignation of such independent non-executive director. If the resignation of an independent non-executive director causes the number of members of the Board to fall below the quorum required by laws, before the commencement of the term of the alternate independent non-executive director, such independent non-executive director shall continue to perform his duties according to laws, administrative regulations and relevant regulatory rules of the places where the Company’s shares are listed and the Articles of Association. Except for the above circumstances, the resignation of independent non-executive director shall be effective when his resignation report is delivered to the Board.

Article 13 If an independent non-executive director does not satisfy the requirements for independence or if other circumstances renders him unsuitable for performing the duties of an independent non-executive director or any other reasons arise, causing the number of independent non-executive directors of the Company to fail to reach the required number of persons required by the Hong Kong Listing Rules, the Company shall immediately inform the Hong Kong Stock Exchange, and publish an announcement in accordance with the Hong Kong Listing Rules to announce relevant details and reasons. The Company shall convene a general meeting to elect a sufficient number of independent non-executive directors as soon as possible within three months from its failure to satisfy relevant requirements.

Chapter V Duties and Powers of Independent Non-executive Directors

Article 14 In order to maximize the function of independent non-executive directors, the Company grants the independent non-executive directors the following special duties and powers in addition to those granted by laws and administrative regulations including the Company Law, the Sci-Tech Innovation Board Listing Rules and the Hong Kong Listing Rule, and the Articles of Association:

• (I) major connected transactions (as defined under the standards issued by regulatory bodies of the places where the shares of the Company are listed from time to time) shall be approved by independent non-executive directors prior to being submitted to the Board for discussion; Before making judgments, independent non-executive directors may engage intermediaries to prepare independent financial advisory reports as the basis of their judgment;

• (II) propose to the Board for appointing or dismissing accounting firms;

• (III) propose to the Board for convening an extraordinary general meeting of the shareholders;

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APPENDIX XIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

• (IV) propose for convening an extraordinary meeting of the Board;

• (V) independently engage external audit institutions and consulting institutions;

• (VI) subject to applicable laws, regulations and/or requirements of the listing rules of the places where the shares of the Company are listed, publicly solicit voting powers from shareholders before the general meeting.

Independent non-executive directors shall obtain the consent of more than half of all independent non-executive directors prior to exercising the above duties and powers.

Expenses incurred from engaging intermediaries and other expenses required for exercising the duties and powers by independent non-executive directors shall be borne by the Company.

If the above-mentioned proposals have not been adopted or the above-mentioned duties and powers cannot be properly exercised, the Company shall disclose the relevant circumstances according to relevant regulations.

The criteria for determining a “major connected transaction” shall be interpreted by reference to the relevant rules and regulations of the Shanghai Stock Exchange and the Hong Kong Stock Exchange.

Article 15 Apart from performing the above-mentioned duties and powers, subject to the laws, regulations and listing rules of the PRC and the places where the shares of the Company are listed, an independent non-executive director may also express his independent opinion to the Board or at a general meeting in respect of the following matters:

• (I) nomination, appointment and dismissal of a director;

• (II) engagement or dismissal of any senior management member;

• (III) remuneration of directors and senior management member of the Company;

• (IV) existing or new significant (as defined under standards issued by regulatory bodies of places where the shares of the Company are listed from time to time) loans or other financial dealings entered into by the Company’s shareholders, de facto controllers and their connected parties with the Company and whether the Company has adopted effective measures to recover the outstanding amount(s);

• (V) matters considered by independent non-executive directors as potentially detrimental to the interests of minority shareholders;

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APPENDIX XIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

• (VI) in the debriefing report at the annual general meeting, the independent nonexecutive directors shall give specific explanations on the Company’s accumulated and current external guarantees and the implementation of normative documents such as relevant laws and regulations, and express independent opinions;

• (VII) when the Company implements major purchases, sales or replacement of assets, the independent non-executive directors shall express independent opinions on whether such asset transaction is beneficial to the interests of the Company and the shareholders as a whole, and draw attention to whether there will be connected transactions and horizontal competition after the Company’s restructuring;

• (VIII) other matters stipulated by laws, administrative regulations, the Sci-Tech Innovation Board Listing Rules, the Hong Kong Listing Rules, the Articles of Association, and laws and regulations of the places where the Company’s shares are listed.

Article 16 An independent non-executive director shall express the following specific opinions in respect of the matters set out in Article 15 herein except for items (VI) and (VII): agree, have reservations with reasons stated, disagree with reasons stated, or cannot express any opinions with the obstacles stated. If the matters stated in Article 15 herein are matters which shall be disclosed according to the Hong Kong Listing Rules, the Company shall make an announcement on the opinions of the independent non-executive directors. If the independent non-executive directors hold different opinions and cannot reach a consensus, the Board shall disclose the different opinions of the independent nonexecutive directors respectively.

In accordance with the relevant regulations of the Hong Kong Listing Rules, the independent non-executive directors shall review the continuing connected transactions annually, and confirm in annual reports whether such transactions:

• (I) belong to the ordinary and usual course of business of the Company;

• (II) were conducted on normal commercial terms or better; and

• (III) were conducted according to the agreements governing them on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole.

Chapter VI Obligations of Independent Non-executive Directors

Article 17 An independent non-executive director owes fiduciary and due diligence duties to the Company and all shareholders. An independent non-executive director shall perform his duty earnestly, safeguard the overall interests of the Company, and protect the lawful interests of minority shareholders in accordance with relevant laws, regulations, the Sci-Tech Innovation Board Listing Rules, the Hong Kong Listing Rules, the Articles of Association and these rules.

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PROPOSED FORMULATION OF THE TERMS OF REFERENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

APPENDIX XIII

Article 18 An independent non-executive director shall carry out his duties independently, without being subject to influence from the substantial shareholders and de facto controllers of the Company, or other units or individuals that are interested in the Company.

Article 19 An independent non-executive director shall be allowed to serve concurrently as independent non-executive director for a maximum of five listed companies, and shall ensure that he has sufficient time and energy to effectively fulfill his duties as an independent non-executive director.

Article 20 Independent non-executive directors shall attend meetings of the Board as scheduled, understand the condition of the production and operational activities of the Company in a timely manner and take initiative to investigate in and obtain information and materials necessary for making decisions.

Article 21 Independent non-executive directors shall submit an annual debriefing report at the annual general meeting of the Company, describing in detail the performance of their duties.

Article 22 Independent non-executive directors shall perform their duties effectively in the process of preparation and disclosure of the Company’s annual report.

Article 23 Each independent non-executive director shall confirm any securities of the Company that he owns after the end of the Company’s financial year.

Article 24 Upon the resignation or expiry of the term of any independent non-executive director, his obligations towards the Company and its shareholders may not be released prior to the effective date of his resignation report or within a reasonable period after the effective date of his resignation report, and within a reasonable period after the expiry of his term of office. His confidentiality obligation regarding the protection of the trade secrets of the Company continues to be applicable until such information becomes public. The continuity of other obligations of the independent non-executive directors shall be negotiated on an arms-length basis.

Article 25 Independent non-executive directors shall abide by the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix 10 to the Hong Kong Listing Rules.

Chapter VII Ensuring Independent Non-executive Directors’ Performance of Duties

Article 26 The Company shall provide independent non-executive directors with office premises and necessary office facilities.

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APPENDIX XIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

Article 27 The office of the Board of the Company shall be responsible for the coordination between relevant functional departments upon request of independent nonexecutive directors and providing independent non-executive directors with true and adequate background information so that they can give a reasonable basis for their independent judgments and opinions.

Article 28 The Company shall ensure that each independent non-executive director shall have the same right to information as other directors.

The office of the Board shall arrange for announcements on the stock exchanges where the Company’s shares are listed in a timely manner if any independent opinion, proposal and written explanation issued by independent non-executive directors shall be announced.

Subsequent to the issuance of the notice of a meeting of the Board and prior to of the date of the meeting, the office of the Board shall be responsible for or shall organize the communication and liaison with independent non-executive directors to collect their opinions and suggestions on the relevant resolutions, and inform the proposer of such opinions and suggestions in timely manner such that the proposer may optimize the relevant resolutions proposed.

Article 29 If independent non-executive directors need to engage intermediaries for professional opinions in considering matters of major connected transactions or specific issues, the Company may provide independent non-executive directors with a list of intermediaries to choose from.

Article 30 The Company shall give independent non-executive directors adequate remuneration. Standards for such remuneration shall be formulated by the Board, approved at a general meeting, and disclosed in accordance with relevant regulations. Aside from the above remuneration, independent non-executive directors shall not obtain other additional and undisclosed benefits from the Company, its substantial shareholders or any organization or individual that has an interest in the Company.

Chapter VIII Supplementary Provisions

Article 31 The term “more than” herein shall include the given figure.

Article 32 Relevant terms and definitions herein shall have the same meanings with those in the Articles of Association or the Sci-Tech Innovation Board Listing Rules and the Hong Kong Listing Rules. Unless otherwise expressly specified in relevant national laws, administrative regulations and regulatory rules of the place where the Company’s shares are listed, the term “Independent Non-Executive Director” herein shall have the same meaning as the term “Independent Director”.

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PROPOSED FORMULATION OF THE TERMS OF REFERENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

APPENDIX XIII

Article 33 Matters not covered by these rules shall be executed in accordance with the provisions under relevant laws and regulations, relevant regulatory rules of the places where the Company’s shares are listed, and the Articles of Association. In the event that these rules are inconsistent with the provisions under relevant laws and regulations, relevant regulatory rules of the places where the Company’s shares are listed such as the Sci-Tech Innovation Board Listing Rules and the Hong Kong Listing Rules or the Articles of Association, the laws and regulations, relevant regulatory rules of the places where the Company’s shares are listed such as the Sci-Tech Innovation Board Listing Rules and the Hong Kong Listing Rules and the Articles of Association shall prevail, and these rules shall be amended as soon as practicable, and submitted to a general meeting for consideration and approval.

Article 34 These rules shall be amended and construed by the Board.

Article 35 Subject to the approval at a general meeting of the Company, these rules shall come into effect from the date on which the shares of the Company are traded on the Sci-Tech Innovation Board of the Shanghai Stock Exchange.

• For identification purpose only

Note: If there is any inconsistency between the English and Chinese versions of these terms of reference, the Chinese version shall prevail.

– 257 –

APPENDIX XIV REPORT ON THE USE OF PROCEEDS RAISED IN PREVIOUS OFFERING

REPORT ON THE USE OF PROCEEDS RAISED IN PREVIOUS OFFERING

I. Status of proceeds raised in previous offering

As approved by the Reply to the Issuance of Overseas-Listed Foreign Shares by Shanghai Junshi Biosciences Co., Ltd.* (《關於核准上海君實生物醫藥科技股份有限公司發行境外上市 外資股的批覆》) (Zheng Jian Xu Ke [2018] No. 1914) issued by the CSRC, the Company publicly issued 182,746,500 overseas-listed foreign shares (H Shares) (including the overallotment shares) in December 2018 and January 2019, at an issue price of HK$19.38 per H share, the amount of gross proceeds raised was HK$3,541,627,170.00 (equivalent to RMB3,117,032,267.45). After deducting the underwriting commission and other issuance expenses, the amount of net proceeds was equivalent to RMB2,980,796,579.76, and taking into account the amount of issuance expenses equivalent to RMB7,492,331.52 financed by the Company’s internal resources, plus the Company’s outstanding issuance expenses equivalent to RMB14,856,825.42, and an interest income from the proceeds amounting to HK$276,198.44 (equivalent to RMB243,330.83), the net proceeds available for use to the Company is equivalent to a total of RMB3,003,389,067.53.

The aforementioned proceeds were deposited into the Company’s designated proceeds account in CMB Wing Lung Bank Limited, in December 2018 and January 2019, respectively. As of 31 March 2019, the available balance of proceeds amounted to an equivalent of RMB2,378,195,946.99.

II. Actual use of proceeds raised in previous offering

As of 31 March 2019, the actual amount of proceeds invested in relevant projects amounted to a total of RMB543,467,400. For details of investment in each project and the benefits thereof, please refer to Annex 1 and Annex 2 of this report.

– 258 –

REPORT ON THE USE OF PROCEEDS RAISED IN PREVIOUS OFFERING

APPENDIX XIV

Breakdown of the Use of Proceeds Raised in Previous Offering	As of 31 March 2019	Unit: RMB’0000	Total proceeds: 300,338.91 Total proceeds used: 54,346.74	Total proceeds with changes in the use: Not applicable Total proceeds used in the corresponding year: 54,346.74	Proportion of the proceeds with changes in the use: Not applicable January to March 2019: 54,346.74	Cumulative investment with the proceeds	Investment projects Total investment with the proceeds as of the closing date	Difference	between Date on	actual which	investment the	Proposed Proposed amount and project	investment investment Proposed Proposed proposed is ready	amount before amount after Actual investment investment Actual investment for its	Proposed investment Actual investment fund raising fund raising investment amount before amount after investment amount after intended	No. project project (Note 1) (Note 2) amount fund raising fund raising amount fund raising use	1 R&D, clinical trials and R&D, clinical trials and 106,462.15 120,135.56 22,664.65 106,462.15 120,135.56 22,664.65 97,470.91 N/A	commercialization of commercialization of	JS001 JS001	2 R&D and clinical trials of R&D and clinical trials of 42,584.86 48,054.23 6,076.14 42,584.86 48,054.23 6,076.14 41,978.09 N/A	other drug candidates other drug candidates	3 Construction of Lingang Construction of Lingang 23,953.99 27,030.50 24,661.13 23,953.98 27,030.50 24,661.13 2,369.37 N/A	Production Base and Production Base and	Wujiang Production Wujiang Production	Base Base

– 259 –

REPORT ON THE USE OF PROCEEDS RAISED IN PREVIOUS OFFERING

APPENDIX XIV

Cumulative investment with the proceeds	Investment projects Total investment with the proceeds as of the closing date	Difference	between Date on	actual which	investment the	Proposed Proposed amount and project	investment investment Proposed Proposed proposed is ready	amount before amount after Actual investment investment Actual investment for its	Proposed investment Actual investment fund raising fund raising investment amount before amount after investment amount after intended	No. project project (Note 1) (Note 2) amount fund raising fund raising amount fund raising use	4 Investment in and Investment in and 66,538.85 75,084.73 0.00 66,538.85 75,084.73 0.00 75,084.73 N/A	acquisition of acquisition of	pharmaceutical pharmaceutical	companies companies	5 Working capital and other Working capital and other 26,615.54 30,033.89 944.82 26,615.54 30,033.89 944.82 29,089.07 N/A	general corporate general corporate	purposes (including purposes (including	part of the issuance part of the issuance	expenses) expenses)	Total 266,155.39 300,338.91 54,346.74 266,155.38 300,338.91 54,346.74 245,992.17	Notes:	(1) Proposed investment amount stated in the Prospectus was RMB2,661,553,900, while the actual net proceeds available amounted to RMB3,003,389,100.	(2) Proposed investment amount after fund raising was allocated in accordance with the proposed investment percentage of each investment project (i.e. 40% for the R&D, clinical	trials and commercialization of JS001; 16% for the R&D and clinical trials of other drug candidates; 9% for the construction of Lingang Production Base and Wujiang Production	Base; 25% for the investment in and acquisition of pharmaceutical companies and 10% for the working capital and other general corporate purposes (including part of the

– 260 –

REPORT ON THE USE OF PROCEEDS RAISED IN PREVIOUS OFFERING

APPENDIX XIV

Annex 2

Breakdown of Benefits from Projects Invested with Proceeds Raised in Previous Offering

As of 31 March 2019

Unit: RMB’0000

Actual investment project

		Cumulative	Proposed	Actual benefits
		utilization rate	benefits	from the latest	Accumulated
		of investment	(Annual	period	benefits	Whether the
		project as of	average net	of three	as of the	estimated
		the closing	profits)	months ended	closing date	benefits are
No.	Project name	date (Note 1)	(Note 2)	31 March 2019	(Note 3)	achieved
1	R&D, clinical trials and	N/A	N/A	N/A	N/A	N/A
	commercialization of
	JS001
2	R&D and clinical trials	N/A	N/A	N/A	N/A	N/A
	of other drug
	candidates
3	Construction of	N/A	N/A	N/A	N/A	N/A
	Lingang Production
	Base and Wujiang
	Production Base
4	Investment in and	N/A	N/A	N/A	N/A	N/A
	acquisition of
	pharmaceutical
	companies
5	Working capital and	N/A	N/A	N/A	N/A	N/A
	other general corporate
	purposes (including
	part of the issuance
	expenses)

Notes:

• (1) Utilization rate is not an applicable indicator for projects invested with proceeds of the Company.

• (2) The Company has not made commitments regarding the economic benefits of projects invested with proceeds of the Company.

• (3) The projects invested with proceeds of the Company had positive impacts on the financial position and operating results of the Company.

• Note: If there is any inconsistency between the English and Chinese versions of this report, the Chinese version shall prevail.

– 261 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

	No.	Before Amendment	Before Amendment	After Amendment	After Amendment
	1	Chapter I Purposes and Principles of		Chapter I Purposes and Principles of
		Implementing this Scheme		Implementing this Scheme
		I.	Purposes of Implementing this	I.	Purposes of Implementing this
			Scheme		Scheme
			In order to further establish and		In order to further establish and
			improve the long-term incentive		improve the long-term incentive
			mechanism of Shanghai Junshi		mechanism of Shanghai Junshi
			Biosciences Co., Ltd. (hereinafter		Biosciences Co., Ltd. (hereinafter
			referred to as the “Company”),		referred to as the “Company”), attract
			attract and retain the Company’s		and retain the Company’s
			outstanding talents, fully mobilize		outstanding talents, fully mobilize
			the enthusiasm of the Company’s		the enthusiasm of the Company’s
			management and employees,		management and employees,
			effectively combine the interests		effectively combine the interests of
			of shareholders, the Company, the		shareholders, the Company, the
			management and employees, so		management and employees, so that
			that all parties can pay attention to		all parties can pay attention to the
			the long-term development of the		long-term development of the
			Company, the Company has		Company, the Company has
			formulated this Scheme under the		formulated this Scheme under the
			premise of fully protecting the		premise of fully protecting the
			interests of shareholders according		interests of shareholders according to
			to the requirements of relevant		the requirements of relevant laws,
			laws, regulations and regulatory		regulations and regulatory documents
			documents such as the Company		such as the Company Law of the
			Law of the People’s Republic of		People’s Republic of China
			China (hereinafter referred to as		(hereinafter referred to as the
			the “Company Law”) and the		“Company Law”) and the Articles of
			Articles of Association of		Association of Shanghai Junshi
			Shanghai Junshi Biosciences Co.,		Biosciences Co., Ltd. (hereinafter
			Ltd. (hereinafter referred to as the		referred to as the “Articles of
			“Articles of Association”).		Association”). In addition, this
					Scheme has been revised according
					to the actual situation of the
					Company in this version.

– 262 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	No.	Before Amendment	Before Amendment		After Amendment
2		II.	Principles of Implementing this		II. Principles of Implementing this Scheme
			Scheme
					1. Legal compliance: procedures are
		1.	Legal compliance: procedures are		performed in strict accordance with
			performed in strict accordance		the laws, administrative regulations
			with the laws, administrative		and rules as well as the provisions of
			regulations and rules as well as the		regulatory documents of regulatory
			provisions of regulatory		departments;
			documents of regulatory
			departments;		2. Voluntary participation: based on the
					principle of voluntary participation,
		2.	Voluntary participation: based on		apportionment, mandatory
			the principle of voluntary		distribution and other methods are
			participation, apportionment,		not used to force employees to
			mandatory distribution and other		participate;
			methods are not used to force
			employees to participate;		3. Self-responsibility: participants
					assume responsibility for their profits
		3.	Self-responsibility: participants		and losses at their own risk;
			assume responsibility for their
			profits and losses at their own risk;		4. Combination of incentives and
					restraints: to strengthen a common
		4.	Combination of incentives and		vision and to tie up the long-term
			restraints: to strengthen a common		interests of employees and
			vision and to tie up the long-term		shareholders.
			interests of employees and
			shareholders.

– 263 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

• No. Before Amendment After Amendment 3 Chapter II The Management Body of Chapter II The Management Body of this this Scheme Scheme I. As the highest authority of the I. As the highest authority of the Company, the Company’s General Company, the Company’s General Meeting is responsible for Meeting is responsible for reviewing reviewing and approving the and approving the implementation, implementation, alteration and alteration and termination of this termination of this Scheme. Scheme.

• II. The Board of the Company is the II. The Board of the Company is the executive management authority executive management authority of of this Scheme. It is responsible this Scheme. It is responsible for for drafting and revising this drafting and revising this Scheme, Scheme, submitting it to the submitting it to the Company’s Company’s General Meeting for General Meeting for review and review and approval, and handling approval, and handling the relevant the relevant matters of this matters of this Scheme within the Scheme within the scope of scope of authority granted by the authority granted by the General General Meeting. The Board of the Meeting. The Board of the Company has the right to set up a Company has the right to set up a special working group or other special working group or other organization for the implementation organization for the of this Scheme according to actual implementation of this Scheme needs. Such working group or according to actual needs. Such organization is responsible for the working group or organization is specific implementation of this responsible for the specific Scheme. implementation of this Scheme.

– 264 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No. Before Amendment After Amendment 4 Chapter III Determination Basis and Chapter III Determination Basis and Scope of Incentive Targets Scope of Incentive Targets I. Determination Basis of Incentive I. Determination Basis of Incentive Targets Targets The incentive targets under this The incentive targets under this Scheme are determined in Scheme are determined in accordance with relevant laws, accordance with relevant laws, regulations and regulatory regulations and regulatory documents documents such as the Company such as the Company Law, the Law, as well as the relevant Securities Law of the People’s provisions of the Articles of Republic of China (hereinafter Association and the actual referred to as the “Securities situation of the Company. Law”), as well as the relevant provisions of the Articles of Incentive targets should agree with Association and the actual situation the Company’s value concept, of the Company. corporate culture and development prospect, and should be loyal to Incentive targets should agree with the Company and willing to the Company’s value concept, develop with the Company in the corporate culture and development long run. prospect, and should be loyal to the Company and willing to develop with the Company in the long run.

The incentive targets are the Company’s directors, senior management, core technical personnel or core business personnel, as well as other employees having a direct impact on the Company’s operating performance and future development who the Company believes should be incentivized, excluding independent directors and supervisors. Except for the directors of the Company, all other incentive targets under this Scheme should serve in the Company or its wholly-owned or controlled subsidiaries and enter into labor contracts with the Company or its wholly-owned or controlled subsidiaries.

– 265 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment	After Amendment	After Amendment
				In	any of the following
				circumstances, the person
				concerned cannot be an incentive
				target under this Scheme:
				1.	Having been identified as an
					inappropriate candidate by
					the stock exchanges in the
					past twelve months;
				2.	Having been identified an
					inappropriate candidate by
					the China Securities
					Regulatory Commission
					(hereinafter referred to as the
					“CSRC”) and its agencies in
					the past twelve months;
				3.	Having been imposed with
					administrative penalties or
					prohibited from market entry
					by the CSRC and its agencies
					due to material violations of
					laws and regulations in the
					past three years;
				4.	Having been imposed with
					administrative penalties by
					other securities regulatory
					authorities due to material
					violations of laws and
					regulations in the past three
					years;
				5.	Being prohibited from acting
					as a director or a member of
					senior management of the
					Company by the Company
					Law;
				6.	Being prohibited from
					participation in the share
					incentive schemes of
					companies listed on National
					Equities Exchange and
					Quotations System or listed
					companies under laws and
					regulations;

– 266 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment		After Amendment	After Amendment	After Amendment
					7.	Other circumstances in which
						the person concerned is not
						suitable to be an incentive
						target as required under the
						relevant laws, regulations and
						regulatory documents such as
						the Company Law and the
						Securities Law or as
						determined by the relevant
						securities regulatory
						authorities.
						If, during the implementation
						of this Scheme, the incentive
						target is not allowed to
						participate in the incentive
						scheme due to the above
						circumstances, the Company
						will terminate such target’s
						right to continue to
						participate in this Scheme,
						and recall and cancel all the
						share options that have been
						granted but not yet exercised.

– 267 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	Before Amendment	Before Amendment	Before Amendment	After Amendment	After Amendment
5	II.	Scope of Incentive Targets		II.	Scope of Incentive Targets
		The	incentive targets are the		According	to		the		above
		Company’s directors, supervisors,			**determination **	**basis, a total **				of 268
		senior management and other			incentive targets are granted share
		employees. Except for the			**options under **	**this **		Scheme.
		directors and shareholder
		representative supervisors of the
		Company, all other incentive
		targets under this Scheme should
		serve	in the Company or its
		controlled subsidiaries and enter
		into	labor contracts with the
		Company or its controlled
		subsidiaries within the validity
		period specified in this Scheme.
		In	any of the following
		circumstances, the person
		concerned cannot be an incentive
		target under this Scheme:
		1.	Having seriously violated the
			Company’s management
			system, or caused huge
			economic losses to the
			Company, or caused serious
			negative impact on the
			Company and been subject to
			the Company’s disciplinary
			action;
		2.	Having been publicly
			reprimanded or declared an
			inappropriate candidate by
			National Equities Exchange
			and Quotations System in the
			past three years;
		3.	Having been imposed with
			administrative penalties or
			regulatory measures by
			relevant securities regulatory
			authorities such as the China
			Securities Regulatory
			Commission and National
			Equities Exchange and
			Quotations System due to
			material violations of laws
			and regulations in the past
			three years;

– 268 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	Before Amendment	Before Amendment	Before Amendment	After Amendment	After Amendment	After Amendment	After Amendment	After Amendment
		4.	Being prohibited from acting
			as a director, a supervisor or
			a member of senior
			management by the Company
			Law;
		5.	Termination of the labor
			contract by the Company due
			to violation of relevant laws
			or the Company’s system;
		6.	Voluntary resignation;
		7.	Other circumstances in
			which the person concerned
			is not suitable to be incentive
			target as determined by
			relevant laws, regulations
			and regulatory documents
			such as the Company Law or
			as determined by relevant
			securities regulatory
			authorities.
	_If _	the above situation occurs in relation
	to	the	incentive target during the
	validity		period of this Scheme, in
	principle, the Company will terminate
	his/her right to continue to participate
	_in _	this Scheme and handle it according
	to	the	relevant provisions of this
	Scheme.
6			–	**III. Verification **				of Incentive Targets
				In	order			to	ensure		that	the
				incentive targets under this Scheme
				satisfy		incentive				conditions,		the
				**Company’s **			**Board **			of Supervisors is
				**responsible **			for reviewing the list of
				incentive targets.

– 269 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	Before Amendment	Before Amendment	Before Amendment						After Amendment	After Amendment
7	Chapter		IV Main Contents				of	this	Chapter IV Main Contents of this
	Scheme								Scheme
	I.	Validity Period							VI.	Validity period, grant date, vesting
										period, exercise date and lock-up
		The validity period of this Scheme								period
		_is determined by the _		Company’s
		_Board according to the _				specific			(I)	Validity Period of this Scheme
		_implementation of this _		Scheme.
										The validity period of this Scheme
										commences from the date on which
										the share options are granted until
										the date on which the share options
										granted to the incentive targets are
										fully exercised or fully canceled.
										Commencing from the grant date,
										the validity period must not be
										longer than 48 months.
8	II.	Sources of Shares							III.	Sources of Shares
		_The sources of shares _		under this						The sources of shares of this
		Scheme include the			following					Scheme are targeted issuance of the
		methods:								Company’s domestic shares to
										qualified financial products such as
		1.	Targeted issuance of				shares			securities companies’ asset
			to incentive targets;							management plans and private equity
										funds subscribed by incentive targets,
		2.	Targeted issuance of				shares			direct and targeted issuance of the
			to qualified			financial				Company’s domestic shares to
			products such as securities							incentive targets or repurchase of the
			companies’					asset		Company’s domestic shares by the
			management plans					and		Company from the secondary
			private equity					funds		market.
			subscribed by			incentive
			targets;							The ultimate sources of shares
										involved in this Scheme are
		3.	Repurchase	of				the		ultimately determined by the
			Company’s shares;							Board of the Company or the
										Company’s management
		4.	Other methods permitted by							authorized by the Board based on
			laws, regulations,					and		market and policy conditions.
			regulatory documents.

– 270 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	Before Amendment	Before Amendment	Before Amendment	Before Amendment				After Amendment	After Amendment
9	III.	Number of Shares						IV.	Number of Underlying Shares
		_The number of _			_shares that _		the		The number of share options
		_incentive target can _				obtain under			granted to the incentive targets
		_this Scheme is governed by _					the		under this Scheme is 6,023,000, and
		_incentive agreement _				_entered _	into		the corresponding number of
		_by the _	_incentive target and _				the		domestic shares of the Company is
		Company.							6,023,000 domestic shares,
									representing approximately
									1.001% of the total number of
									domestic shares of the Company on
									the announcement date of this
									Scheme, i.e. 601,400,000 domestic
									shares, and approximately 0.768%
									of the total number of shares of the
									Company on the announcement
									date of this revision, i.e.
									784,146,500 shares.
10	IV.	Share Price						IX.	Exercise Price of Share Options or
									Determination Basis
		_The price at which _				the incentive
		target	obtains		the	Company’s			1. Exercise price of share
		shares is governed by the incentive							options
		agreement		entered		into by	the
		_incentive target and _				the Company			The exercise price of the share
		at that time.							options granted to the
									incentive targets under this
									Scheme is RMB9.2/share.
									2. Determination basis for
									exercise price of share options
									granted
									The above exercise price is
									determined by the Company
									after comprehensive
									consideration of factors
									including the Company’s
									operations, assets situation,
									employees’ contribution to the
									Company, and the incentive
									effect of this Scheme on
									employees.

– 271 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

	No.	**Before **	Amendment	After Amendment	After Amendment
	11		–	**The **	new contents in Chapter IV are
				summarized as follows:
				I.	Form of incentive
					The form of incentive adopted by
					this Scheme is share option, that is,
					the Company grants the incentive
					target the right to purchase a
					certain number of domestic shares
					of the Company at a predetermined
					price and under predetermined
					conditions within a certain period
					of time in the future.
				II.	Number of share options granted
					The number of share options
					granted under this Scheme does
					not exceed 6,023,000 in total.
					There are no reserved entitlements
					in this Scheme (that is, the
					entitlements of the incentive
					targets who are not specified in the
					announcement of this Scheme but
					are determined during the
					implementation process), and the
					share options are all granted at one
					time.
					Subject to the satisfaction of the
					exercise conditions, each share
					option granted to the incentive
					target has the right to purchase one
					domestic share of the Company at
					the exercise price on the exercise
					date.

– 272 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment				After Amendment	After Amendment	After Amendment	After Amendment	After Amendment
							V.		Specific Allocation				of Incentive
									Interests
									The		allocation of		share options
									**granted to incentive **				targets under
									**this **		**Scheme among **		the incentive
									**targets is shown in **				the following
									table:
													Approximate
													proportion in Approximate
													the total proportion in
													number of the total
											Approximate		domestic number of
											Number of proportion in		shares of the shares of the
											the the total		Company Company
											granted number of		on the on the
											share the granted		announcement announcement
											options share options		date of this date of this
							No.	Name		Title (unit) (%)			Scheme (%) revision (%)
										Secretary
								Chen		to	the
							1	Yingge		Board 10,000 0.166			0.001 0.001
							267 other		incentive	targets 6,013,000 99.834			1.000 0.767
							Total				6,023,000 100.000		1.001 0.768
							VI.		Validity Period,				Grant Date,
									Vesting Period, Exercise Date and
									Lock-up Period
									**(II) **		Grant Date
											The grant date	of share option
											under this Scheme is governed
											by the incentive agreement
											**entered into by **		the Company
											and the incentive target. The
											grant date must be a trading
											day.
									**(III) **		Vesting Period
											The vesting period refers to
											the period from		the grant date
											**of the share **	option to the
											exercise date		of the share
											option.
											The share options granted to
											the incentive		targets are
											subject to different vesting
											periods, starting from the
											date of granting the share
											options, and		the vesting
											period shall not be less than
											12 months.

– 273 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment	After Amendment	After Amendment
				(IV) Exercise Date
				The	granted share options
				**may **	start to be exercised in
				tranches after the above
				vesting period has expired.
				**The **	exercise date must be a
				trading day, but the share
				option shall not be exercised
				during the following periods:
				1.	Within 30 days prior to
					the announcement of
					periodic reports of the
					Company;
				2.	Within 10 days prior to
					the announcement of the
					Company’s estimated
					results and preliminary
					results;
				3.	During the decision-
					making process of
					material transactions or
					significant events till 2
					trading days after the
					announcement of such
					event;
				4.	From the date of
					occurrence of other
					significant events that
					may affect the share
					price to 2 trading days
					after the announcement.
					The above-mentioned
					“material transactions”,
					“significant events” and
					“significant events that
					may affect the share
					price” are the
					Company’s transactions
					or other significant
					events that should be
					disclosed in accordance
					with relevant laws,
					regulations and
					regulatory documents
					such as the Company
					Law and the Securities
					Law or the requirements
					of relevant securities
					regulatory authorities.

– 274 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

==> picture [596 x 568] intentionally omitted <==

----- Start of picture text -----

No. Before Amendment After Amendment
(V) Exercise Arrangement
Subject to the satisfaction of
the exercise conditions, the
incentive targets may
exercise the options in
different stages after the
expiry of the vesting period.
The specific exercise
arrangement is as follows:
Proportion of
the exercisable
number in
the total
number of
share options
granted to
Exercise the incentive
period Exercise time target
The first From the first 25%
exercise trading day
period following the
end of the 12
months from
the date of
grant until the
last trading
day of the 24
months from
the date of
grant
The second From the first 35%
exercise trading day
period following the
end of the 24
months from
the date of
grant until the
last trading
day of the 36
months from
the date of
grant
The third From the first 40%
exercise trading day
period following the
end of the 36
months from
the date of
grant until the
last trading
day of the 48
months from
the date of
grant
----- End of picture text -----

– 275 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	No.	**Before **	Amendment		**After **	**After **	Amendment
							The incentive targets must
							complete the exercise within
							the validity period of the
							share options. If the exercise
							conditions are not satisfied
							during the current validity
							period, the share options for
							the current period shall not be
							exercised, or the exercise of
							which shall not be deferred to
							the next stage. The
							corresponding share options
							shall automatically lapse, and
							the Company shall cancel the
							corresponding share options.
							Upon the expiry of the
							exercise period for the share
							options, the share options
							which have not been exercised
							by the incentive targets in the
							current period shall cease to
							be exercised. The
							corresponding share options
							shall automatically lapse, and
							the Company shall cancel the
							corresponding share options.

– 276 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

	No.	**Before **	Amendment	**After **	**After **	Amendment
						Within the above-mentioned
						exercise period, for the share
						options held by the incentive
						targets which meet the
						exercise conditions, the
						incentive targets shall
						perform the exercise
						procedures according to the
						unified arrangement of the
						Company, except when it is
						clearly stated in the Company
						Law, Securities Law, and
						other relevant laws and
						regulations, regulatory
						documents and the securities
						administration rules
						applicable to the Company
						that the incentive targets may
						exercise the share options at
						their own discretion and when
						the Company agrees the
						incentive targets to exercise
						the share options at their own
						discretion. If the incentive
						targets refuse to perform the
						exercise procedures, after
						receiving the notice from the
						Company, the corresponding
						share options shall
						automatically lapse, and the
						Company shall cancel the
						corresponding share options.

– 277 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment	After Amendment	After Amendment
				(VI) Lock-up Period
				The lock-up period means the
				period of time in which the
				shares obtained by the
				incentive targets after
				exercise are subject to
				disposal restriction. The
				lock-up provisions of this
				Scheme are implemented
				according to the Company
				Law,	Securities Law, and
				other relevant laws and
				regulations, regulatory
				documents and the Articles of
				Association. The specific
				provisions are as follows:
				1.	If the incentive targets
					are the directors and
					senior executives of the
					Company, the shares
					they transfer during
					their employment shall
					not exceed 25% of the
					total number of shares of
					the Company held by
					them, and they shall not
					transfer the shares of the
					Company held by them
					during the half-year
					period after their
					departure from the
					Company.
				2.	If the incentive targets
					are the directors and
					senior executives of the
					Company, the gains from
					the disposal of the shares
					of the Company held by
					them within 6 months
					after they acquire such
					shares, or from the
					purchase of shares
					within 6 months after
					they have sold such
					shares, shall be retained
					by the Company. The
					Board will confiscate all
					the gains from such
					actions.

– 278 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment	**After **	Amendment	Amendment
					3.	The incentive targets
						shall undertake to
						comply with the specific
						provisions of relevant
						securities regulatory
						authorities on disposal
						restriction and
						shareholding reduction
						at the time of execution.
					4.	If there is any change to
						the provisions of the
						Company Law,
						Securities Law, and
						other relevant laws and
						regulations, regulatory
						documents and the
						Articles of Association
						relating to the transfer of
						shares held by the
						directors and senior
						executives of the
						Company, the incentive
						targets shall comply with
						the revised provisions of
						the Company Law,
						Securities Law, and
						other relevant laws and
						regulations, regulatory
						documents and the
						Articles of Association
						when transferring the
						shares of the Company
						held by them.
					5.	If the Company Law,
						Securities Law, and
						other relevant laws and
						regulations, regulatory
						documents and the
						securities regulatory
						rules applicable to the
						Company have other
						explicit requirements on
						the lock-up period for
						the shares acquired
						through equity
						incentives, the incentive
						targets shall comply with
						such requirements when
						transferring the shares
						of the Company held by
						them.

– 279 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment	After Amendment	After Amendment	After Amendment
				VII. Grant Conditions for the Share
				Options
				The	incentive targets will be
				granted share options when all the
				**following **		conditions are satisfied:
				(I)	**The **	Company does not have
					any	of the following
					situations:
					1.	The Certified Public
						Accountant has issued an
						adverse opinion or a
						disclaimer of opinion in
						the audit report for its
						financial report for the
						latest fiscal year;
					2.	The Certified Public
						Accountant has issued an
						adverse opinion or has
						refused to give comments
						on internal control of the
						financial report for the
						latest fiscal year in the
						audit report;
					3.	The Company has failed
						to make profit
						distribution according to
						the laws and regulations,
						the Articles of
						Association and public
						commitments in the past
						36 months;
					4.	The Company Law,
						Securities Law, and
						other relevant laws and
						regulations, and
						regulatory documents
						prohibit the
						implementation of equity
						incentives;
					5.	Other situations
						determined by the CSRC
						or other securities
						regulatory authorities.

– 280 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment	After Amendment	After Amendment
				**(II) The **	incentive target does not
				have	any of the following
				situations:
				1.	Having been determined
					as an inappropriate
					candidate by the stock
					exchanges in the past
					twelve months;
				2.	Having been determined
					as an inappropriate
					candidate by the CSRC
					and its agencies in the
					past twelve months;
				3.	Having been imposed
					administrative penalties
					or prohibited from
					market entry by the
					CSRC and its agencies
					due to material
					violations of laws and
					regulations in the past
					three years;
				4.	Having been imposed
					administrative penalties
					by other securities
					regulatory authorities
					due to material
					violations of laws and
					regulations in the past
					three years;
				5.	Being prohibited from
					acting as a director or a
					member of senior
					management of the
					Company under the
					Company Law;
				6.	Being prohibited from
					participation in the share
					incentive schemes of
					companies listed on
					National Equities
					Exchange and
					Quotations System or
					listed companies under
					laws and regulations;

– 281 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

	No.	**Before **	Amendment	Amendment	After Amendment	After Amendment	After Amendment	After Amendment
						7.		Other circumstances in
								which the person
								concerned is not suitable
								to be an incentive target
								as required under the
								relevant laws,
								regulations and
								regulatory documents
								such as the Company
								Law and the Securities
								Law or as determined by
								the relevant securities
								regulatory authorities.
					**VIII. Exercise **			Conditions for the Share
					Options
					**The **	incentive targets may exercise
					the share options granted to them
					only		when all the following
					conditions are satisfied within the
					exercise period:
					(I)	**The **		Company does not have
						any		of the following
						situations:
						1.		The Certified Public
								Accountant has issued an
								adverse opinion or has
								refused to give comments
								on the financial report
								for the latest fiscal year
								in the audit report;
						2.		The Certified Public
								Accountant has issued an
								adverse opinion or has
								refused to give comments
								on internal control of the
								financial report for the
								latest fiscal year in the
								audit report;

– 282 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

	No.	**Before **	Amendment	Amendment	After Amendment	After Amendment
					3.	The Company has failed
						to make profit
						distribution according to
						the laws and regulations,
						the Articles of
						Association and public
						commitments in the past
						36 months;
					4.	The Company Law,
						Securities Law, and
						other relevant laws and
						regulations, and
						regulatory documents
						prohibit the
						implementation of equity
						incentives;
					5.	Other situations
						determined by the CSRC
						or other securities
						regulatory authorities.
					If the Company has any of the
					situations set out in Item (I)
					above, the share options
					which have been granted to
					the incentive targets but have
					**not **	been exercised shall be
					canceled by the Company.
					(II) The	incentive target is in
					continuous service before
					each exercise date and does
					not have any of the following
					situations:
					1.	No longer meeting the
						conditions set out under
						the “Determination Basis
						of Incentive Targets” of
						this Scheme;

– 283 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

	No.	**Before **	Amendment	Amendment	After Amendment	After Amendment	After Amendment
							2. Having seriously violated
							the Company’s
							management system, or
							caused huge economic
							losses to the Company, or
							caused serious negative
							impact on the Company,
							and been subject to the
							Company’s disciplinary
							action;
							3. Termination of the labor
							contract by the Company
							due to violation of
							relevant laws and
							regulations or the
							Company’s system;
							4. Voluntary Resignation.
							If the incentive target has any
							of the situations set out in
							Item (II) above, the Company
							will terminate his/her right to
							continue to participate in this
							equity incentive. The share
							options which have been
							granted under this Scheme to
							the incentive target but have
							not been exercised shall lapse
							automatically and shall be
							canceled by the Company.
					X.	Methods and Procedures for
						Adjustment of the Share Options
						(I)	Adjustment methods
							During the valid period of this
							Scheme, if the Company
							increases the registered
							capital with capital reserve,
							distributes bonus shares,
							splits shares, consolidates
							shares, pays dividends or
							makes rights issues, the
							number of the incentive
							shares granted to the
							incentive targets and/or the
							exercise price will be adjusted
							correspondingly.

– 284 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

	No.	**Before **	Amendment	**After **	Amendment	Amendment	Amendment	Amendment
					1.		Adjustment methods for
							the		number of share
							options
							(1)		In case of increase
									in registered capital
									with capital reserve,
									distribution of
									bonus shares, and
									share split
									Q = Q0 × (1+n)
									Where: Q0 is the
									number of share
									options before
									adjustment; n is the
									ratio per share of
									the increase in
									registered capital
									with capital reserve,
									distribution of
									bonus shares, and
									share split (i.e. the
									number of the
									shares increased
									per Share after the
									increase in
									registered capital
									with capital reserve,
									distribution of
									bonus shares, and
									share split); Q is the
									number of share
									options after
									adjustment.

– 285 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment	**After **	Amendment	Amendment
					(2)		In case of share
							consolidation
							Q = Q0 × n
							Where: Q0 is the
							number of share
							options before
							adjustment; n is the
							share consolidation
							ratio (i.e. 1 Share is
							consolidated into n
							share); Q is the
							number of share
							options after
							adjustment.
					(3)		In case of rights
							issue
							Q = Q0 × P1 ×
							(1+n)/(P1+P2×n)
							Where: Q0 is the
							number of share
							options before
							adjustment; P1 is
							the share price of
							the rights issue on
							the share
							registration date;
							P2 is the price of the
							rights issue; n is the
							ratio of the rights
							issue (i.e. the ratio
							of the number of
							shares for the rights
							issue to the total
							share capital of the
							Company before the
							rights issue); Q is
							the number of share
							options after
							adjustment.

– 286 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment	**After **	Amendment	Amendment	Amendment
						(4)		In case of additional
								issue
								In case of additional
								issue of new shares,
								the number of share
								options will not be
								adjusted.
					2.	Adjustment methods for
						the		exercise price of
						share options
						(1)		In case of increase
								in registered capital
								with capital reserve,
								distribution of
								bonus shares, and
								share split
								P = P0 ÷ (1+n)
								Where: P0 is the
								exercise price
								before adjustment;
								n is the ratio per
								share of the
								increase in
								registered capital
								with capital reserve,
								distribution of
								bonus shares, and
								share split; P is the
								exercise price after
								adjustment.
						(2)		In case of share
								consolidation
								P = P0 ÷ n
								Where: P0 is the
								exercise price
								before adjustment;
								n is the share
								consolidation ratio;
								P is the exercise
								price after
								adjustment.

– 287 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

	No.	**Before **	Amendment	Amendment	**After **	Amendment	Amendment
						(3)		In case of dividend
								payout
								P = P0 – V
								Where: P0 is the
								exercise price
								before adjustment;
								V is the amount of
								dividends paid per
								share; P is the
								exercise price after
								adjustment.
						(4)		In case of rights
								issue
								P = P0 × (P1+P2 ×
								n)/[P1 × (1+n)]
								Where: P0 is the
								exercise price
								before adjustment;
								P1 is the share price
								of the rights issue
								on the equity
								registration date;
								P2 is the price of the
								rights issue; n is the
								ratio of the rights
								issue (i.e. the ratio
								of the number of
								shares for the rights
								issue to the total
								share capital of the
								Company before the
								rights issue); P is
								the exercise price
								after adjustment.

– 288 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment	After Amendment	After Amendment	After Amendment
						(5) In case of additional
						issue
						In case of additional
						issue of new shares,
						the exercise price
						will not be adjusted.
					**(II) **	Adjustment procedures
						The Company’s General
						Meeting authorizes the Board
						of the Company to decide on
						the adjustment to the number
						of share options and the
						exercise price when the above
						situations occur. After the
						Board has adjusted the
						number of share options to be
						granted and the exercise price
						according to the above
						provisions, it shall promptly
						notify the incentive targets.
				XI.	Accounting treatment of the share
					options and the impact on the
					results of the Company
					(I)	Accounting treatment of share
						options
						According to the
						requirements of the
						“Accounting Standards for
						Business Enterprises No. 11 –
						Share-based Payments” and
						“Accounting Standards for
						Business Enterprises No. 22 –
						Recognition and
						Measurement of Financial
						Instruments”, the Company
						will measure and audit the
						cost of the Company’s share
						options according to the
						following accounting
						methods:
						1. Accounting treatment on
						grant date: Since the
						share option cannot be
						exercised on the grant
						date, no relevant
						accounting treatment is
						required.

– 289 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

	No.	**Before **	Amendment	Amendment	**After **	Amendment
						2. Accounting treatment
						during vesting period:
						On each balance sheet
						date during the vesting
						period, the services
						obtained in the current
						period shall, based on
						the best estimate of the
						number of the share
						options that can be
						exercised, be included in
						cost of the relevant assets
						or expenses and the other
						capital reserves in
						capital reserves at the
						fair value of the share
						options on the grant
						date.
						3. Accounting treatment
						after exercise date: No
						adjustment shall be
						made to the relevant
						costs or expense, and the
						total amount of the
						owner’s equities, which
						have been recognized.
						4. Accounting treatment on
						exercise date: Share
						capital and share
						premium shall be
						recognized with
						reference to the actual
						exercise of the share
						options while carrying
						forward “Capital
						Reserves – Other capital
						reserves”.

– 290 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment		**After **	Amendment	Amendment
					**(II) **		Fair value of the value of
							share options
							According to the relevant
							requirements of the
							“Accounting Standards for
							Business Enterprises No. 11 –
							Share-based Payments” and
							“Accounting Standards for
							Business Enterprises No. 22 –
							Recognition and
							Measurement of Financial
							Instruments”, the fair value of
							share options on grant date is
							determined with May 14, 2018
							as the base date for
							calculation and Black-Scholes
							model (“B-S Model”) as the
							option pricing model.
					(III) Allocation of share option
							expenses and financial impact
							According to the
							requirements of China
							Accounting Standards, the
							impact of the share options
							under this Scheme on the
							accounting costs of each
							period is as follows:
					Number	of Total expenses
					share options		to be
					granted		amortized 2018 2019 2020 2021
					(10,000 units) (RMB10,000) (RMB10,000) (RMB10,000) (RMB10,000) (RMB10,000)
					602.3		5,455.68 2,169.99 2,109.11 1,009.42 167.16
					Note: The		actual number of stock options granted
					is affected by the turnover of employees,
					**and **		the actual amount of stock payment
					shall refer to the annual report disclosed by
					the Company.

– 291 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	Before Amendment	Before Amendment	After Amendment	After Amendment
12	Chapter V Treatment for the Change		Chapter VII Treatment for the Change
	of	the Company and the Incentive	of	the Company and the Incentive Targets
	Targets
			I.	Merger, division and change	of
	I.	Merger, division and change of		control of the Company
		control of the Company
				If there is any change to	the
		If there is any change to the		controlling shareholders or de facto
		controlling shareholders or de		controllers of the Company for	any
		facto controllers of the Company		reason or the Company is merged or
		for any reason or the Company is		divided in the course	of
		merged or divided during the		implementation of this Scheme,	the
		validity period of this Scheme, the		Company shares that the incentive
		Company shares that the incentive		targets have acquired will not	be
		targets have acquired will not be		changed.
		changed.
				The change of control under	this
		The change of control under this		Scheme refers to the change of	the
		Scheme refers to the change of the		controlling shareholders or de facto
		controlling shareholders or actual		controllers of the Company.
		controllers or the Company.
			II.	Change of Incentive Targets
	II.	The incentive target has any
		situation that renders it unsuitable		If the incentive target has	any
		to be the incentive target under		situation that makes it no longer an
		this Scheme		incentive target of this Schemein	the
				course of implementation of	this
		If the incentive target has any		Scheme, in principle, the Company
		situation that makes it no longer		will terminate his/her right	to
		an incentive target of this Scheme		continue to participate in	this
		during the validity period of this		Scheme, and all the incentive
		Scheme, in principle, the		interests that the incentive target	has
		Company will terminate his/her		not actually obtained will	be
		right to continue to participate in		invalidated.
		this Scheme, and all the incentive
		interests that the incentive target		For any other situations not specified
		has not actually obtained will be		herein, the treatment methods shall
		invalidated.		be determined by the Board of	the
				Company according to the actual
		For any other situations not		situation at that time.
		specified herein, the treatment
		methods shall be determined by
		the Board of the Company
		according to the actual situation at
		that time.

– 292 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	Before Amendment	Before Amendment		After Amendment	After Amendment	After Amendment
13	Chapter VI Alteration and Termination			Chapter		V The Implementation,
	of	this Scheme		Alteration and Termination Procedures of
				this	Scheme
	I.	Alteration of this Scheme
				I.	**The **	Implementation procedure of
		If the Company makes any change			**this **	Scheme
		to this Scheme before it	is
		reviewed and approved at	the		1.	The remuneration and
		General Meeting, the change shall				appraisal committee under
		be reviewed and approved at a				the Board of the Company
		meeting of the Board of	the			shall be responsible for
		Company.				drafting the revision of this
						Scheme.
		If the Company makes any change
		to this Scheme after it is reviewed			2.	The independent directors
		and approved at the General				and the Board of Supervisors
		Meeting, the change shall	be			shall provide clear opinions
		reviewed and approved at	the			on whether the revision of this
		Company’s General Meeting.				Scheme is conducive to the
						sustainable development of
	II.	Termination of this Scheme				the Company, and whether
						there exist any situations that
		If the Company terminates	this			would obviously damage the
		Scheme before it is reviewed	and			interests of the Company and
		approved at the General Meeting,				all the shareholders.
		the termination shall be reviewed
		and approved at a meeting of	the		3.	The Board of the Company
		Board of the Company.				shall make resolution on the
						revision of this Scheme
		If the Company terminates	this			according to laws, and submit
		Scheme after it is reviewed	and			it to the Company’s General
		approved at the General Meeting,				Meeting for review and
		the termination shall be reviewed				approval. The directors who
		and approved at the Company’s				are the proposed incentive
		General Meeting.				targets or have any affiliation
						with the proposed incentive
						targets (if any) shall abstain
						from voting.
					4.	The Company’s General
						Meeting shall review the
						revision of this Scheme and
						authorize the Board of the
						Company (or the Board shall
						authorize the management of
						the Company) to take charge
						of the specific implementation
						of this Scheme.

– 293 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment	After Amendment	After Amendment
					5. After the revision of this
					Scheme is approved at the
					Company’s General Meeting,
					the Company and the
					incentive targets shall sign the
					relevant share incentive
					agreements to reflect their
					respective rights and
					obligations under this
					Scheme.
					6. The Company and the
					incentive targets shall
					implement the share
					incentives according to this
					Scheme and the incentive
					agreement.
				II.	Alteration of this Scheme
					If the Company makes any change to
					this Scheme before it is reviewed and
					approved at the General Meeting, the
					change shall be reviewed and
					approved at a meeting of the Board of
					the Company.
					If the Company makes any change to
					this Scheme after it is reviewed and
					approved at the General Meeting, the
					change shall be reviewed and
					approved at the Company’s General
					Meeting, and shall not give rise to
					the following situations:
					(I) The situation that results in
					an accelerated exercise;
					(II) The situation that results in a
					reduction of the exercise
					price.
					The independent directors and the
					Board of Supervisors shall provide
					clear opinions on whether the
					Scheme after the change is
					conducive to the sustainable
					development of the Company, and
					whether there exist any situations
					that would obviously damage the
					interests of the Company and all
					the shareholders.

– 294 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	No.	**Before **	Amendment		After Amendment	After Amendment	After Amendment
					III.		Termination of this Scheme
							If the Company terminates	this
							Scheme before it is reviewed	and
							approved at the General Meeting,	the
							termination shall be reviewed	and
							approved at a meeting of the Board of
							the Company.
							If the Company terminates	this
							Scheme after it is reviewed	and
							approved at the General Meeting,	the
							termination shall be reviewed	and
							approved at the Company’s General
							Meeting.
							**The independent directors and **	the
							Board of Supervisors shall provide
							clear opinions on whether	the
							termination of this Scheme	is
							conducive to the sustainable
							development of the Company, and
							whether there exist any situations
							**that would obviously damage **	the
							**interests of the Company and **	all
							the shareholders.

– 295 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment	After Amendment	After Amendment	After Amendment
14			–	Chapter		VI Respective Rights and
				Obligations of the Company and the
				**Incentive **		Targets
				I.	Rights and obligations of the
					Company
					1.	The Company has the rights
						to interpret and execute this
						Scheme, and to supervise and
						review the eligibility of the
						incentive targets for their
						continuous participation in
						this Scheme. If the incentive
						targets fail to meet the
						exercise conditions set out in
						this Scheme, the share options
						of the incentive targets which
						have not been exercised can
						be canceled upon approval by
						the Board of the Company.
					2.	The Company has the right to
						ask the incentive targets to
						work for the Company
						according to the requirements
						for the positions for which the
						incentive targets are engaged.
						If the incentive targets are
						incompetent for the relevant
						positions or fail to pass the
						assessment, or the incentive
						targets severely damage the
						interests or reputation of the
						Company because they violate
						the laws, breach professional
						ethics, divulge the
						confidential information of
						the Company, violate the rules
						and regulations of the
						Company or have any gross
						negligence or malpractice, the
						share options of the incentive
						targets which have not been
						exercised can be canceled
						upon approval by the Board
						of the Company.
					3.	The Company shall withhold
						and pay the individual income
						tax and other taxes and levies
						(if any) payable by the
						incentive targets in
						connection with the
						implementation of this
						Scheme according to the
						relevant national tax laws and
						regulations.

– 296 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment	After Amendment	After Amendment
				4.	The Company undertakes
					that it will not provide any
					loan or any other financial
					assistance of any form
					(including the provision of
					guarantee for their loans) for
					the incentive targets to obtain
					the relevant share options
					under this Scheme.
				5.	The Company shall complete
					the procedures for the
					exercise of share options by
					the incentive targets who meet
					the exercise conditions
					according to the Company
					Law, Securities Law, and
					other relevant laws and
					regulations, regulatory
					documents and the securities
					regulatory rules applicable to
					the Company. If the
					procedures for the exercise of
					share options cannot be
					completed and any loss is
					caused to the incentive targets
					for any reasons on the part of
					the CSRC, stock exchanges
					and securities registration
					and clearing institutions, the
					Company shall not be liable.
				6.	The Company has the right to
					change and terminate, in
					whole or in part, this Scheme
					according to the Company
					Law, Securities Law, and
					other relevant laws and
					regulations, regulatory
					documents and the securities
					regulatory rules applicable to
					the Company and in light of
					the actual situations of the
					Company.
				7.	The Company shall complete
					the reporting and information
					disclosure of this Scheme in a
					timely manner pursuant to the
					relevant regulations.
				8.	Other rights and obligations
					set out in the Company Law,
					Securities Law, and other
					relevant laws and regulations,
					regulatory documents and the
					securities regulatory rules
					applicable to the Company as
					well as this Scheme.

– 297 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	**Before **	Amendment	Amendment	After Amendment	After Amendment	After Amendment
				II.	Rights and duties of the incentive
					targets
					1.	The incentive targets shall
						work responsibly and
						diligently according to the
						requirements for the relevant
						positions for which they are
						engaged, observe professional
						ethics and make due
						contribution to the
						development of the Company.
					2.	The incentive targets has the
						right to and shall exercise
						their options according to this
						Scheme, and lock up and
						trade in the shares of the
						Company they obtain by
						exercising the share options
						according to the relevant
						regulations.
					3.	The incentive targets shall
						have legal fund sources, which
						shall be self-owned or self-
						raised funds.
					4.	The share options granted to
						the incentive targets shall not
						be assigned, used as collateral
						or used to repay debts during
						the vesting period. The share
						options are not entitled with
						voting rights and are not
						qualified for the distribution
						of bonus shares and dividends
						before the exercise thereof.
					5.	The incentive targets shall
						pay the individual income tax
						and other taxes and levies (if
						any) for their income from
						this Scheme according to the
						national tax laws and
						regulations.
					6.	When the incentive targets
						cease to be the incentive
						targets according to the
						provisions of this Scheme, the
						share options which have been
						granted to them but have not
						been exercised shall be
						invalidated automatically, and
						they shall no longer enjoy any
						interest in such share options.

– 298 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

No.	Before Amendment	Before Amendment	After Amendment	After Amendment
				7. Other rights and obligations
				set out in the Company Law,
				Securities Law, and other
				relevant laws and regulations,
				regulatory documents and the
				securities regulatory rules
				applicable to the Company as
				well as this Scheme.
15	Chapter VII Supplementary Provisions		Chapter VIII Supplementary Provisions
	I.	This Scheme shall take effect upon	I.	This Scheme shall take effect upon
		review and approval at the General		review and approval at the General
		Meeting of the Company.		Meeting of the Company, after
				initial public offering of the shares
	II.	This Scheme shall be subject to		of the Company and on the date of
		the interpretation of the Board of		listing on the Sci-Tech Innovation
		the Company.		Board of the Shanghai Stock
				Exchange.
	III.	During the validity period of this
		Scheme, the incentive targets shall	II.	This Scheme shall be subject to the
		be automatically bound and		interpretation of the Board of the
		governed by this Scheme.		Company.
	IV.	The incentive targets and the	III.	During the validity period of this
		Company shall sign the incentive		Scheme, the incentive targets shall be
		agreements that set out the		automatically bound and governed by
		specific rights and obligations of		this Scheme.
		the two parties under this Scheme.
			IV.	The incentive targets and the
	V.	The determination of incentive		Company shall sign the incentive
		targets by the Company under this		agreements that set out the specific
		Scheme does not constitute any		rights and obligations of the two
		undertaking by the Company as to		parties under this Scheme (including
		the employment period of the		but not limited to the resolution
		incentive targets. The employment		mechanism for the relevant
		relationships between the		disputes between the incentive
		Company and the incentive targets		targets and the Company).
		as well as the labor contract
		periods shall still be subject to the	V.	The determination of incentive
		relevant labor contracts signed by		targets by the Company under this
		the Company and the incentive		Scheme does not constitute any
		targets.		undertaking by the Company as to
				the employment period of the
				incentive targets. The employment
				relationships between the Company
				and the incentive targets as well as
				the labor contract periods shall still
				be subject to the relevant labor
				contracts signed by the Company or
				its wholly-owned or controlled
				subsidiaries and the incentive
				targets.

– 299 –

APPENDIX XV PROPOSED AMENDMENTS TO THE EXISTING SHARE INCENTIVE SCHEME

	No. Before Amendment After Amendment VI. In case the relevant securities regulatory authorities enact new regulations or there is any change in the laws and regulations applicable to the Company or the regulatory environment in which the Company operates, the new regulations shall apply and the corresponding implementation procedures shall be performed according to the new regulations.

Note: The new part is displayed in black bold font and the deleted part is displayed in italics.

The proposed amendments are prepared in Chinese. In the event of any discrepancy to the Chinese and the English versions, the Chinese version shall prevail.

– 300 –

SUPPLEMENTAL NOTICE OF AGM

SHANGHAI JUNSHI BIOSCIENCES CO., LTD.* 上海君實生物醫藥科技股份有限公司

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

(Stock code: 1877)

SUPPLEMENTAL NOTICE OF THE 2018 ANNUAL GENERAL MEETING

Reference is made to the notice of the 2018 annual general meeting (“ AGM ”) of Shanghai Junshi Biosciences Co., Ltd. (the “ Company ”) dated 29 March 2019 (the “ Notice ”), the circular dated 24 April 2019 (the “ Circular ”) and the announcement dated 30 April 2019 with regard to the postponement of the AGM and the corresponding arrangements (the “ Postponement Announcement* ”). Unless otherwise defined, capitalized terms used in this supplemental notice shall have the same meanings as those defined in the announcement of the Company dated 30 April 2019 in relation to the proposed issue of A Shares. This supplemental notice should be read in conjunction with the Notice.

As stated in the Postponement Announcement, the AGM will be postponed to be held at Jumeirah Himalayas Hotel, Shanghai, No. 1108 Mei Hua Road, Pudong, Shanghai, the People’s Republic of China on Monday, 17 June 2019 at 10:30 a.m. (the “ Postponed AGM ”).

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that in addition to the resolutions contained in the Notice, the following resolutions will be considered, and if thought fit, approved by the shareholders of the Company at the Postponed AGM:

SUPPLEMENTAL SPECIAL RESOLUTIONS [(5)]

1. To consider and approve the fulfillment by the Company of the requirements for initial public offering of A Shares and listing on the Sci-Tech Innovation Board.

2. To consider and approve the proposed Issue of A Shares as follows (each and every items as a separate resolution):

3. (i) Class of new Shares to be issued: Ordinary Shares traded in RMB and listed in the PRC

4. (ii) Nominal value of new Shares to be issued: RMB1.00 each

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SUPPLEMENTAL NOTICE OF AGM

• (iii) Issue size: The proposed Issue of A Shares only involves issue of new Shares, and will not involve sale of Shares by existing shareholders. The Company will issue not more than 87,130,000 new A Shares. If over-allotment is arranged, the number of Shares that may be over-alloted shall not exceed 15% of the initial number of A Shares to be issued, and shall be counted towards the scope of 87,130,000 A Shares. The final issue size and arrangements of over-allotment (if any) will be determined by the Board after consultation with the lead underwriter according to the authorization (if granted at the general meeting and the class meetings), the conditions required by the laws and regulations of the PRC and the regulatory authorities, and the market condition then. In the event of ex right matters such as bonus issue and conversion of capital reserve to equity prior to the proposed Issue of A Shares, the number of A Shares to be issued will be adjusted accordingly.

• (iv) Method of issuance: The issue will be conducted through a combination of off-line placement to the price consultation participants and offering by way of on-line subscription by public investors at a fixed price, or other methods of issuance approved by the securities regulatory authorities (including but not limited to placement to strategic investors).

• (v) Target subscribers: Qualified price consultation participants subject to the laws, regulations and normative documents of the PRC and the conditions required by the regulatory authorities, strategic investors and qualified investors who maintain A Shares securities account with the Shanghai Stock Exchange (excluding those in respect of which subscription has been prohibited by laws, regulations and regulatory documents of the PRC).

• (vi) Pricing methodology: The issue price of the Issue of A shares will be determined based on market subscription price in relation to the combination of off-line placement to the professional institutional investors and offering by way of on-line subscription by public investors, or by other pricing methods recognized by the China Securities Regulatory Commission (“CSRC”) and the Shanghai Stock Exchange.

• (vii) Use of proceeds: The proceeds raised from the proposed Issue of A Shares after deducting the issuance expenses will be used for research and development of innovative drugs, Lingang Production Base construction project, repayment of bank loans and replenish cash flow.

• (viii) Method of underwriting: The Issue of A Shares will be underwritten by the sponsor(s) by way of standby commitment.

• (ix) Place of listing: All A Shares will be listed and traded on the Sci-Tech Innovation Board of the Shanghai Stock Exchange.

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SUPPLEMENTAL NOTICE OF AGM

• (x) Validity period of the resolutions: The resolutions will be valid for a period of 12 months from the date of approval at the general meeting and the class meetings.

• To consider and approve the investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis.

The proceeds raised by the Company from the proposed Issue of A Shares will be used for the following projects after deducting the issuance expenses:

No. Project name 1 Research and development of innovative drugs 2 Lingang Production Base construction project 3 Repayment of bank loans and replenish cash flow Total	Proposed investment amount from proceeds raised (RMB) 1,200,000,000 700,000,000 800,000,000
	2,700,000,000

Note: The ultimate names of the projects mentioned above shall be finalized by the names approved by or filed with (if required) the government authorities.

After the proceeds raised from the proposed Issue of A Shares are in place, the Company will invest the proceeds into the above projects according to the actual needs and priorities of the projects. If the total investment amount of the projects exceeds the amount of proceeds raised from this issuance, the excess amount shall be settled by the Company with its own funds or self-raised funds. If the net proceeds actually raised (after deducting the issuance expenses) are less than the total amount of proceeds to be invested, the shortfall shall be covered by the Company with its own funds or self-raised funds. If the proceeds raised from this issuance exceeds the capital requirements of the projects, the surplus amount will be used for other purposes relating to the Company’s principal business.

Before the proceeds raised from the proposed Issue of A Shares are in place, the Company may make an initial investment with its own funds or self-raised funds according to the needs of the projects, and after the proceeds raised are in place, the Company can replace the initial investment funds according to the requirements and procedures of the relevant laws, regulations and regulatory documents.

Within the scope of the finally determined investment projects to be funded by proceeds raised from proposed Issue of A Shares, the Board of Directors may, according to the actual needs of the project, make appropriate adjustments to the sequence and amount of the proceeds to be invested in the above projects.

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SUPPLEMENTAL NOTICE OF AGM

1. To consider and approve the authorization to the Board of Directors to fully handle matters in connection with the proposed Issue of A Shares and the listing on the Sci-Tech Innovation Board.

The authorization proposed to be granted to the Board shall include without limitation:

• (i) The performance of all procedures relating to the Company’s issuance and listing, including but not limited to, submission of an application to the Shanghai Stock Exchange for the public issuance of shares and listing on the Sci-Tech Innovation Board, and submission of an application for registration to the CSRC after approval and consent have been granted by the Shanghai Stock Exchange, and provision of reply to the securities regulatory institutions in respect of feedback opinions on matters relating to this issuance and listing.

• (ii) The formulation and implementation of the specific proposal for this issuance, including but not limited to specific matters such as the timing of issuance, target of issuance, beginning and ending dates of issuance, issue price or pricing method, the specific number of shares to be issued, method of issuance, over-allotment placement, strategic placement, specific projects to be funded by the proceeds raised and the progress and amount of investment, in accordance with national laws, regulations and regulatory documents, the relevant requirements and policies of securities regulatory authorities, and the specific conditions including the securities market conditions and the resolutions of the shareholders’ general meeting, the class meeting of holders of H shares and the class meeting of holders of domestic shares.

• (iii) If the PRC and securities regulatory authorities issue new requirements and policies on initial public offering of shares, the Board of Directors be authorized to make corresponding adjustments to this issuance proposal according to the new requirements and policies and continue to handle the matters relating to this issuance.

• (iv) The preparation, review, amendment and signing of all legal documents and material contracts relating to this issuance and listing, including but not limited to the prospectus for the Issue of A Shares and listing on the Sci-Tech Innovation Board, strategic placement agreements and other relevant documents.

• (v) The completion of all government approval procedures involved in this issuance and listing, the payment of all issuance expenses relating to share issuance, listing and sponsorship, and the completion of other necessary procedures and tasks required by this issuance and listing.

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• (vi) Authorizing the Board of Directors to supplement and amend the relevant clauses of the Articles according to the result of share issuance and to complete the relevant procedures for the approval, registration and filing of such changes with the competent authority of commerce and the competent administration for industry and commerce.

• (vii) The necessary supplement and amendment to the Articles and the internal management policies of the Company according to the requirements and suggestions of the CSRC, Shanghai Stock Exchange and the relevant securities regulatory authorities or according to the actual conditions of this issuance.

• (viii) Within the scope of the resolutions passed by the Shareholders at the general meeting and class meetings, necessary and appropriate adjustments will be made to the relevant matters in the implementation process of the investment projects funded by the proceeds raised, including but not limited to: the organization and implementation of project construction with self-owned or self-raised funds according to the actual progress of the projects before the proceeds of this issuance and listing are in place; the confirmation of a special deposit account for the proceeds raised; the signing of a tripartite supervision agreement for the proceeds raised; the implementation of the use of proceeds after completion of this issuance and listing; if the proceeds raised are insufficient, the Company should solve the problem through self-owned or self-raised funds; the signing of material contracts involved in the implementation process of the investment projects funded by the proceeds raised; and making decisions on the investment proposals for various projects within the scope of the total investment amount for investment projects funded by the proceeds raised which has been considered and approved by the Shareholders.

• (ix) After completion of this issuance, handling the matters of registration and settlement of shareholdings at the China Securities Depository and Clearing Co., Ltd., including but not limited to the depository, registration, circulation and lock-up of shares.

• (x) The publication of, among other things, the prospectus and its summary and listing announcement on designated newspapers and websites according to the requirements of the CSRC, the Shanghai Stock Exchange and the relevant securities regulatory authorities, and making an application for listing to the designated stock exchange and providing complete information of the application.

• (xi) The engagement of intermediaries, including the sponsor/lead underwriter, legal adviser and auditor for this issuance and listing of the Company, determination of service fees for the intermediaries through consultation, and signing of engagement agreements.

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• (xii) In case of occurrence of force majeure events or other circumstances where implementation of this issuance plan would become difficult, or although implementation would be possible, it would bring extremely adverse impact on the Company, then decisions to suspend or terminate this issuance plan may be made at discretion.

• (xiii) For the purpose of this issuance and listing, communication with the relevant regulatory institutions or organizations, such as CSRC, Shanghai Stock Exchange, NEEQ, the Stock Exchange and China Securities Depository and Clearing Co., Ltd., on behalf of the Company will be carried out.

• (xiv) After approval for issuance and listing has been granted by the Shanghai Stock Exchange on this issuance and listing, in accordance with the relevant requirements of the NEEQ, an application shall be made on timely basis to terminate the listing of the Domestic Shares on the NEEQ, including but not limited to the suspension of share transfer, formulation and implementation of protective measures for dissenting shareholders and making an application for delisting from the NEEQ.

• (xv) Subject to the extent permitted by the relevant laws, regulations and regulatory documents, the handling of other matters considered to be necessary, desirable and appropriate for this issuance and listing.

The above authorization, if approved, shall be valid for a period of 12 months from the date of approval at the general meeting and the class meetings.

1. To consider and approve the proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares.

2. As of the date of this notice, the Company has no undistributed accumulated profit. If the Company has undistributed accumulated profit before the Issue of A Shares and listing on Sci-Tech Innovation Board, then it is proposed that the new and existing Shareholders shall share in proportion to their respective shareholding after the issuance and listing.

If the Company has unrecovered losses prior to the Issue of A Shares and listing on the Sci-Tech Innovation Board, it is proposed that the new and existing Shareholders of the Company after this issuance and listing shall bear the losses according to the proportion of their shareholdings after this issuance and listing.

1. To consider and approve the Company’s three-year dividend distribution plan for Shareholders after Issue of A Shares and listing on the Sci-Tech Innovation Board.

2. To consider and approve the Company’s share price stabilization plan within three years after the Issue of A Shares and listing on the Sci-Tech Innovation Board.

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SUPPLEMENTAL NOTICE OF AGM

1. To consider and approve relevant letter of undertakings issued by the Company in respect of matters relating to the Company’s application for Issue of A Shares and listing on the Sci-Tech Innovation Board and the proposed restraining measures for the failure to comply with such public undertakings.

Further, to authorize the Board of Directors to make appropriate undertakings for the purpose of the Issue of A Shares in accordance with the laws, regulations and regulatory documents of the PRC, the relevant regulations and policies of the securities regulatory departments, and combining the review for listing on the Sci-Tech Innovation Board in practice and the actual situation of the Company.

1. To consider and approve the Company’s proposed specific measures for recovery of return in relation to the impact of dilution of immediate return by the Issue of A Shares, and the corresponding undertakings given by the related entities to ensure the practical implementation of the Company’s measures for recovery of return.

2. To consider and approve the proposed amendments to the Articles in respect of the Issue of A shares [(10)] .

3. To consider and approve the proposed amendments to the Company’s internal management policies, namely, the “Rules of Procedures for the General Meeting of Shareholders”, the “Rules of Procedures for the Board of Directors”, the “Rules of Procedures for the Board of Supervisors”, “Management Policies for Raised Funds”, “Management Policies for Related/Connected Transactions”, the “Administrative Policies for External Guarantees”, the “Administrative Policies for Foreign Investment”, the “Management Policies for Distribution of Profits” and the “Terms of Reference of Independent Non-Executive Directors”.

4. To consider and approve the engagement of professional intermediaries, including the sponsor/lead underwriter, legal adviser and auditor, for the Company’s Issue of A Shares and listing on the Sci-Tech Innovation Board and to authorize the Board of Directors to determine the relevant remuneration of the aforementioned intermediaries, including but not limited to China International Capital Corporation Limited, Beijing Jia Yuan Law Offices and Huapu Tianjian Certified Public Accountants (LLP), etc.

5. To consider and approve the status of major transactions with related parties during the reporting period (i.e. the three years ended 31 December 2016, 2017, 2018 and the three months ended 31 March 2019).

6. To consider and approve the “Report on the Use of Proceeds Raised in Previous Offering by Shanghai Junshi Biosciences Co., Ltd.”.

7. To consider and approve the proposed amendments to the Share Incentive Scheme. [(6)]

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SUPPLEMENTAL NOTICE OF AGM

1. To consider and approve the authorization to the Board of Directors or its authorized person(s) to fully handle all matters in relation to the share incentives, including but not limited to:

2. (i) Making a proposal to the Shareholders at the general meeting and class meetings for authorizing the Board of Directors to be responsible for implementing the specific details of the Share Incentive Scheme as follows:

   • (a) Authorising the Board of Directors to make corresponding adjustments to the number of share options and the number of underlying shares involved according to the methods stipulated in the Share Incentive Scheme in the event of, among other things, increasing share capital with capital reserves, distributing bonus shares, share split or share consolidation, rights issue, issue of new shares and distribution of dividends by the Company;

   • (b) Authorising the Board of Directors to make corresponding adjustments to the exercise price according to the methods stipulated in the Share Incentive Scheme in the event of, among other things, increasing share capital with capital reserves, distributing bonus shares, share split or share consolidation, rights issue, issue of new shares and distribution of dividends by the Company;

   • (c) Authorizing the Board of Directors to make appropriate amendments to the content of the Share Incentive Scheme according to relevant laws, regulations and regulatory documents, as well as the requirements and recommendations of relevant securities regulatory authorities such as the CSRC, the Hong Kong Stock Exchange and the Shanghai Stock Exchange, save for the circumstances in which the specific provisions of relevant laws, regulations and regulatory documents are subject to consideration at the general meeting;

   • (d) Authorizing the Board of Directors to examine and confirm the exercise eligibility and exercise conditions of the participants, and consenting the delegation of such rights by the Board of Directors to be exercised by the Remuneration and Appraisal Committee;

   • (e) Authorizing the Board of Directors to decide whether the participants may exercise their share options;

   • (f) Authorizing the Board of Directors to handle all matters necessary for the exercise of share options by the participants, including but not limited to making an application to the Company or the relevant competent authorities to exercise the share options, amending the Articles, and completing the registration for changes in registered capital of the Company;

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• (g) Authorizing the Board of Directors to handle the changes and termination of the Share Incentive Scheme according to the requirements under the Share Incentive Scheme, recovery of the income received by the participants and completion of all necessary matters, including but not limited to the cancellation of the eligibility of the participants to exercise the share options and cancellation of the share options which have not been exercised by the participants;

• (h) Authorizing the Board of Directors to handle the exercise of share options which have not been exercised;

• (i) Signing, delivery and execution of all legal documents relating to the Share Incentive Scheme with the participants;

• (j) Authorizing the Board of Directors to implement other necessary matters as required under the Share Incentive Scheme, except for rights that must be exercised by the Shareholders’ General Meeting as specified explicitly in the relevant document.

• (ii) Making a proposal to the Shareholders at the AGM and Class Meetings for authorizing the Board of Directors to complete the procedures of approval, registration, filing, permission and consent with the relevant government authorities and institutions in respect of the Share Incentive Scheme; to sign, execute, modify and complete the documents submitted to the relevant government authorities, institutions, organizations and individuals; and to perform all acts, affairs and matters which are considered by the Board of Directors to be necessary, desirable or appropriate in respect of the Share Incentive Scheme.

• (iii) Making a proposal to the Shareholders at the AGM and Class Meetings for granting consent on the validity period of the authorization to the Board of Directors to commence from the date of consideration and approval of this resolution by the Shareholders’ General Meeting until the date of completion of implementation of the Share Incentive Scheme.

Among the authorization matters mentioned above, except for items which are specifically required by laws, regulations, regulatory documents and securities regulatory and administrative institutions to be approved by resolutions of the Board of Directors, the other items may be exercised directly by the Chairman of the Board of Directors or his duly authorized persons on behalf of the Board of Directors.

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SUPPLEMENTAL NOTICE OF AGM

SUPPLEMENTAL ORDINARY RESOLUTION [(5)]

1. To consider and approve the appointment of Mr. Liu Jun as external supervisor of the second session of the board of supervisors of the Company (the “Board of Supervisors”), for a term from the date of approval at the AGM to the conclusion of the second session of the Board of Supervisors.

By Order of the Board Shanghai Junshi Biosciences Co., Ltd.* Mr. Xiong Jun Chairman

Shanghai, PRC, 30 April 2019

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Notes:

1. Due to the postponement of the AGM, the period of closure of the register of members of H shares of the Company will be changed from the original period from Monday, 15 April 2019 to Wednesday, 15 May 2019, both days inclusive, to the new period of Saturday, 18 May 2019 to Monday, 17 June 2019, both days inclusive, during which period no transfer of H shares of the Company will be registered, in order to determine the entitlements of the shareholders of the Company to attend and vote at the postponed AGM to be held on Monday, 17 June 2019. In order to be eligible to attend and vote at the AGM, all transfers of H Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s H Share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for holders of H shares) before 4:30 p.m. on Friday, 17 May 2019, being the last share registration date.

2. A supplemental proxy form (the Supplemental Proxy Form”) containing the resolutions mentioned above is enclosed. The proxy form issued by the Company on 29 March 2019 (the “Original Proxy Form”) will remain valid and effective to the fullest extent applicable if correctly completed and lodged with the H share registrar of the Company.

3. Shareholders who intend to attend the meeting by proxy should complete the Original Proxy Form and/or Supplemental Proxy Form. For holders of H shares, the Original Proxy Form and/or Supplemental Proxy Form should be returned to the Company’s H Share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in person or by post as soon as possible not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof. Completion and return of the Original Proxy Form and/or Supplemental Proxy Form will not preclude you from attending the meeting and any adjournment thereof and voting in person. In such event, the form of proxy shall be deemed to be revoked.

4. Shareholders who intend to attend the meeting in person or by proxy should return the revised reply slip (for holders of H shares) to the Company’s H share registrar, Tricor Investor Services Limited on or before Monday, 27 May 2019.

5. Further details of the resolutions will be included in the supplemental circular to be dispatched to shareholders by the Company.

6. Further details of this resolution are also set out in the announcement of the Company dated 30 April 2019.

7. Save for the inclusion of the newly proposed resolutions and the postponement, there are no changes to the resolutions set out in the Notice. Please refer to the Notice and the Circular for the other resolutions to be passed at the AGM and other relevant matters. Please also refer to the original notice of AGM.

8. Since the Original Proxy Form does not contain the proposed additional resolutions as set out in this supplemental notice, the Supplemental Proxy Form has been prepared and is enclosed with this supplemental notice. The Supplemental Proxy Form for use at the AGM is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.junshipharma.com).

9. This supplemental notice of meeting is despatched to the holders of H Shares only. The supplemental notice of meeting to the holders of Domestic Shares is separately published on the website of the National Equities Exchanges and Quotations (http://www.neeq.com.cn).

10. For the avoidance doubt, this resolution relates to proposed amendments to the Company’s articles of association for the purpose of the issue of A Shares, which, proposed if approved, will take effect upon completion of Issue of A Shares (details of which will be set out in the circular to be despatched, and shall be distinguished from resolution number 14 regarding, among other things, expansion of business scope and share repurchase (details of which are set out in the circular dated 24 April 2019).

11. For identification purposes only.

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NOTICE OF CLASS MEETING OF H SHAREHOLDERS

SHANGHAI JUNSHI BIOSCIENCES CO., LTD.* 上海君實生物醫藥科技股份有限公司

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

(Stock code: 1877)

NOTICE OF THE 2019 FIRST CLASS MEETING OF H SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2019 first class meeting of H Shareholders (the “ Class Meeting of H Shareholders ”) of Shanghai Junshi Biosciences Co., Ltd. (the “ Company* ”) will be held immediately after the conclusion of the 2019 first class meeting of domestic shareholders of the Company (or any adjournment thereof) at Jumeirah Himalayas Hotel, Shanghai, No. 1108 Mei Hua Road, Pudong, Shanghai, the People’s Republic of China on Monday, 17 June 2019, for the purpose of considering and if thought fit, passing the following resolutions. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the announcement of the Company dated 30 April 2019 in relation to the proposed Issue of A Shares.

SPECIAL RESOLUTIONS [(9)]

1. To consider and approve the Company has met the requirements of initial public offering of A Shares and listing on the Sci-Tech Innovation Board.

2. To consider and approve the proposed Issue of A Shares as follows (each and every items as a separate resolution):

3. (i) Class of new Shares to be issued: Ordinary Shares traded in RMB and listed in the PRC.

4. (ii) Nominal value of new Shares to be issued: RMB1.00 each.

5. (iii) Issue size: The proposed Issue of A Shares only involves issue of new Shares, and will not involve sale of Shares by existing shareholders. The Company will issue not more than 87,130,000 new A Shares. If over-allotment is arranged, the number of Shares that may be over-alloted shall not exceed 15% of the initial number of A Shares to be issued, and shall be counted towards the scope of 87,130,000 A Shares. The final issue size and arrangements of overallotment (if any) will be determined by the Board after consultation with the lead underwriter according to the authorization (if granted at the general meetings and the class meetings), the conditions required by the laws and regulations of the PRC and the regulatory authorities, and the market condition then. In the event of ex right matters such as bonus issue and conversion of capital reserve to equity prior to the proposed Issue of A Shares, the number of A Shares to be issued will be adjusted accordingly.

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NOTICE OF CLASS MEETING OF H SHAREHOLDERS

• (iv) Method of issuance: The issue will be conducted through a combination of off-line placement to the price consultation participants and offering by way of on-line subscription by public investors at a fixed price, or other methods of issuance approved by the securities regulatory authorities (including but not limited to placement to strategic investors).

• (v) Target subscribers: Qualified price consultation participants subject to the laws, regulations and normative documents of the PRC and the conditions required by the regulatory authorities, strategic investors and qualified investors who maintain A Shares securities account with the Shanghai Stock Exchange (excluding those in respect of which subscription has been prohibited by laws, regulations and regulatory documents of the PRC).

• (vi) Pricing methodology: The issue price of the Issue of A shares will be determined based on market subscription price in relation to the combination of off-line placement to the professional institutional investors and offering by way of on-line subscription by public investors, or by other pricing methods recognized by the China Securities Regulatory Commission (“CSRC”) and the Shanghai Stock Exchange.

• (vii) Use of proceeds: The proceeds raised from the proposed Issue of A Shares after deducting the issuance expenses will be used for research and development of innovative drugs project, Lingang Production Base construction project, repayment of bank loans and replenish cash flow.

• (viii) Method of underwriting: The Issue of A Shares will be underwritten by the sponsor(s) by way of standby commitment.

• (ix) Place of listing: All A Shares will be listed and traded on the Sci-Tech Innovation Board of the Shanghai Stock Exchange.

• (x) Validity period of the resolutions: The resolutions will be valid for a period of 12 months from the date of approval at the general meeting and the class meetings.

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NOTICE OF CLASS MEETING OF H SHAREHOLDERS

1. To consider and approve the investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis.

The proceeds raised by the Company from the proposed Issue of A Shares will be used for the following projects after deducting the issuance expenses:

No. Project name 1 Research and development of innovative drugs 2 Lingang Production Base construction project 3 Repayment of bank loans and replenish cash flow Total	Proposed investment amount from proceeds raised (RMB) 1,200,000,000 700,000,000 800,000,000
	2,700,000,000

• Note: The ultimate names of the projects mentioned above shall be finalized by the names approved by or filed with (if required) the government authorities.

After the proceeds raised from the proposed Issue of A Shares are in place, the Company will invest the proceeds into the above projects according to the actual needs and priorities of the projects. If the total investment amount of the projects exceeds the amount of proceeds raised from this issuance, the excess amount shall be settled by the Company with its own funds or self-raised funds. If the net proceeds actually raised (after deducting the issuance expenses) are less than the total amount of proceeds to be invested, the shortfall shall be covered by the Company with its own funds or self-raised funds. If the proceeds raised from this issuance exceeds the capital requirements of the projects, the surplus amount will be used for other purposes relating to the Company’s principal business.

Before the proceeds raised from the proposed Issue of A Shares are in place, the Company may make an initial investment with its own funds or self-raised funds according to the needs of the projects, and after the proceeds raised are in place, the Company can replace the initial investment funds according to the requirements and procedures of the relevant laws, regulations and regulatory documents.

Within the scope of the finally determined investment projects to be funded by proceeds raised from proposed Issue of A Shares, the Board of Directors may, according to the actual needs of the project, make appropriate adjustments to the sequence and amount of the proceeds to be invested in the above projects.

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NOTICE OF CLASS MEETING OF H SHAREHOLDERS

1. To consider and approve the authorization to the Board of Directors to fully handle matters in connection with the proposed Issue of A Shares and the listing on the Sci-Tech Innovation Board.

The authorization proposed to be granted to the Board shall include without limitation:

• (i) The performance of all procedures relating to the Company’s issuance and listing, including but not limited to, submission of an application to the Shanghai Stock Exchange for the public issuance of shares and listing on the Sci-Tech Innovation Board, and submission of an application for registration to the CSRC after approval and consent have been granted by the Shanghai Stock Exchange, and provision of reply to the securities regulatory institutions in respect of feedback opinions on matters relating to this issuance and listing.

• (ii) The formulation and implementation of the specific proposal for this issuance, including but not limited to specific matters such as the timing of issuance, target of issuance, beginning and ending dates of issuance, issue price or pricing method, the specific number of shares to be issued, method of issuance, over-allotment placement, strategic placement, specific projects to be funded by the proceeds raised and the progress and amount of investment, in accordance with national laws, regulations and regulatory documents, the relevant requirements and policies of securities regulatory authorities, and the specific conditions including the securities market conditions and the resolutions of the shareholders’ general meeting, the class meeting of holders of H Shares and the class meeting of holders of Domestic Shares.

• (iii) If the PRC and securities regulatory authorities issue new requirements and policies on initial public offering of shares, the Board of Directors be authorized to make corresponding adjustments to this issuance proposal according to the new requirements and policies and continue to handle the matters relating to this issuance.

• (iv) The preparation, review, amendment and signing of all legal documents and material contracts relating to this issuance and listing, including but not limited to the prospectus for the Issue of A Shares and listing on the Sci-Tech Innovation Board, strategic placement agreements and other relevant documents.

• (v) The completion of all government approval procedures involved in this issuance and listing, the payment of all issuance expenses relating to share issuance, listing and sponsorship, and the completion of other necessary procedures and tasks required by this issuance and listing.

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NOTICE OF CLASS MEETING OF H SHAREHOLDERS

• (vi) Authorizing the Board of Directors to supplement and amend the relevant clauses of the Articles according to the result of share issuance and to complete the relevant procedures for the approval, registration and filing of such changes with the competent authority of commerce and the competent administration for industry and commerce.

• (vii) The necessary supplement and amendment to the Articles and the internal management policies of the Company according to the requirements and suggestions of the CSRC, Shanghai Stock Exchange and the relevant securities regulatory authorities or according to the actual conditions of this issuance.

• (viii) Within the scope of the resolutions passed by the Shareholders at the general meeting and class meetings, necessary and appropriate adjustments will be made to the relevant matters in the implementation process of the investment projects funded by the proceeds raised, including but not limited to: the organization and implementation of project construction with self-owned or self-raised funds according to the actual progress of the projects before the proceeds of this issuance and listing are in place; the confirmation of a special deposit account for the proceeds raised; the signing of a tripartite supervision agreement for the proceeds raised; the implementation of the use of proceeds after completion of this issuance and listing; if the proceeds raised are insufficient, the Company should solve the problem through self-owned or self-raised funds; the signing of material contracts involved in the implementation process of the investment projects funded by the proceeds raised; and making decisions on the investment proposals for various projects within the scope of the total investment amount for investment projects funded by the proceeds raised which has been considered and approved by the Shareholders.

• (ix) After completion of this issuance, handling the matters of registration and settlement of shareholdings at the China Securities Depository and Clearing Co., Ltd., including but not limited to the depository, registration, circulation and lock-up of shares.

• (x) The publication of, among other things, the prospectus and its summary and listing announcement on designated newspapers and websites according to the requirements of the CSRC, the Shanghai Stock Exchange and the relevant securities regulatory authorities, and making an application for listing to the designated stock exchange and providing complete information of the application.

• (xi) The engagement of intermediaries, including the sponsor/lead underwriter, legal adviser and auditor for this issuance and listing of the Company, determination of service fees for the intermediaries through consultation, and signing of engagement agreements.

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NOTICE OF CLASS MEETING OF H SHAREHOLDERS

• (xii) In case of occurrence of force majeure events or other circumstances where implementation of this issuance plan would become difficult, or although implementation would be possible, it would bring extremely adverse impact on the Company, then decisions to suspend or terminate this issuance plan may be made at discretion.

• (xiii) For the purpose of this issuance and listing, communication with the relevant regulatory institutions or organizations, such as CSRC, Shanghai Stock Exchange, NEEQ, the Stock Exchange and China Securities Depository and Clearing Co., Ltd., on behalf of the Company will be carried out.

• (xiv) After approval for issuance and listing has been granted by the Shanghai Stock Exchange on this issuance and listing, in accordance with the relevant requirements of the NEEQ, an application shall be made on timely basis to terminate the listing of the Domestic Shares on the NEEQ, including but not limited to the suspension of share transfer, formulation and implementation of protective measures for dissenting shareholders and making an application for delisting from the NEEQ.

• (xv) Subject to the extent permitted by the relevant laws, regulations and regulatory documents, the handling of other matters considered to be necessary, desirable and appropriate for this issuance and listing.

The above authorization, if approved, shall be valid for a period of 12 months from the date of approval at the general meeting and the class meetings.

1. To consider and approve the proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares:

As of the date of this notice, the Company has no undistributed accumulated profit. If the Company has undistributed accumulated profit before the Issue of A Shares and listing on Sci-Tech Innovation Board, then it is proposed that the new and existing Shareholders shall share in proportion to their respective shareholding after the issuance and listing.

If the Company has unrecovered losses prior to the Issue of A Shares and listing on the Sci-Tech Innovation Board, it is proposed that the new and existing Shareholders of the Company after this issuance and listing shall bear the losses according to the proportion of their shareholdings after this issuance and listing.

1. To consider and approve the Company’s three-year dividend distribution plan for Shareholders after Issue of A Shares and listing on the Sci-Tech Innovation Board.

2. To consider and approve the Company’s share price stabilization plan within three years after the Issue of A Shares and listing on the Sci-Tech Innovation Board.

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1. To consider and approve relevant letter of undertakings issued by the Company in respect of matters relating to the Company’s application for Issue of A Shares and listing on the Sci-Tech Innovation Board and the proposed restraining measures for the failure to comply with such public undertakings.

Further, to authorize the Board of Directors to make appropriate undertakings for the purpose of the Issue of A Shares in accordance with the laws, regulations and regulatory documents of the PRC, the relevant regulations and policies of the securities regulatory departments, and combining the review for listing on the Sci-Tech Innovation Board in practice and the actual situation of the Company.

1. To consider and approve the Company’s proposed specific measures for recovery of return in relation to the impact of dilution of immediate return by the Issue of A Shares, and the corresponding undertakings given by the related entities to ensure the practical implementation of the Company’s measures for recovery of return.

2. To consider and approve the proposed amendments to the Articles in respect of the Issue of A Shares.

3. To consider and approve the proposed amendments to the Company’s internal management policies, namely, the “Rules of Procedures for the General Meeting of Shareholders”, the “Rules of Procedures for the Board of Directors”, the “Rules of Procedures for the Board of Supervisors”, “Management Policies for Raised Funds”, “Management Policies for Related/Connected Transactions”, the “Administrative Policies for External Guarantees”, the “Administrative Policies for Foreign Investment”, the “Management Policies for Distribution of Profits” and the “Terms of Reference of Independent Non-Executive Directors”.

4. To consider and approve the engagement of professional intermediaries, including the sponsor/lead underwriter, legal adviser and auditor, for the Company’s Issue of A Shares and listing on the Sci-Tech Innovation Board and to authorize the Board of Directors to determine the relevant remuneration of the aforementioned intermediaries, including but not limited to China International Capital Corporation Limited, Beijing Jia Yuan Law Offices and Huapu Tianjian Certified Public Accountants (LLP), etc.

5. To consider and approve the status of major transactions with related parties during the reporting period (i.e. the three years ended 31 December 2016, 2017, 2018 and the three months ended 31 March 2019).

6. To consider and approve the “Report on the Use of Proceeds Raised in Previous Offering by Shanghai Junshi Biosciences Co., Ltd.”.

7. To consider and approve the proposed amendments to the Share Incentive Scheme. [(10)]

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NOTICE OF CLASS MEETING OF H SHAREHOLDERS

1. To consider and approve the authorization to the Board of Directors or its authorized person(s) to fully handle all matters in relation to the share incentives, including but not limited to:

2. (i) Making a proposal to the Shareholders at the general meeting and class meetings for authorizing the Board of Directors to be responsible for implementing the specific details of the Share Incentive Scheme as follows:

   • (a) Authorising the Board of Directors to make corresponding adjustments to the number of share options and the number of underlying shares involved according to the methods stipulated in the Share Incentive Scheme in the event of, among other things, increasing share capital with capital reserves, distributing bonus shares, share split or share consolidation, rights issue, issue of new shares and distribution of dividends by the Company;

   • (b) Authorising the Board of Directors to make corresponding adjustments to the exercise price according to the methods stipulated in the Share Incentive Scheme in the event of, among other things, increasing share capital with capital reserves, distributing bonus shares, share split or share consolidation, rights issue, issue of new shares and distribution of dividends by the Company;

   • (c) Authorizing the Board of Directors to make appropriate amendments to the content of the Share Incentive Scheme according to relevant laws, regulations and regulatory documents, as well as the requirements and recommendations of relevant securities regulatory authorities such as the CSRC, the Hong Kong Stock Exchange and the Shanghai Stock Exchange, save for the circumstances in which the specific provisions of relevant laws, regulations and regulatory documents are subject to consideration at the general meeting;

   • (d) Authorizing the Board of Directors to examine and confirm the exercise eligibility and exercise conditions of the participants, and consenting the delegation of such rights by the Board of Directors to be exercised by the Remuneration and Appraisal Committee;

   • (e) Authorizing the Board of Directors to decide whether the participants may exercise their share options;

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• (f) Authorizing the Board of Directors to handle all matters necessary for the exercise of share options by the participants, including but not limited to making an application to the Company or the relevant competent authorities to exercise the share options, amending the Articles, and completing the registration for changes in registered capital of the Company;

• (g) Authorizing the Board of Directors to handle the changes and termination of the Share Incentive Scheme according to the requirements under the Share Incentive Scheme, recovery of the income received by the participants and completion of all necessary matters, including but not limited to the cancellation of the eligibility of the participants to exercise the share options and cancellation of the share options which have not been exercised by the participants;

• (h) Authorizing the Board of Directors to handle the exercise of share options which have not been exercised;

• (i) Signing, delivery and execution of all legal documents relating to the Share Incentive Scheme with the participants;

• (j) Authorizing the Board of Directors to implement other necessary matters as required under the Share Incentive Scheme, except for rights that must be exercised by the Shareholders’ General Meeting as specified explicitly in the relevant document.

• (ii) Making a proposal to the Shareholders at the AGM and Class Meetings for authorizing the Board of Directors to complete the procedures of approval, registration, filing, permission and consent with the relevant government authorities and institutions in respect of the Share Incentive Scheme; to sign, execute, modify and complete the documents submitted to the relevant government authorities, institutions, organizations and individuals; and to perform all acts, affairs and matters which are considered by the Board of Directors to be necessary, desirable or appropriate in respect of the Share Incentive Scheme.

• (iii) Making a proposal to the Shareholders at the AGM and Class Meetings for granting consent on the validity period of the authorization to the Board of Directors to commence from the date of consideration and approval of this resolution by the Shareholders’ General Meeting until the date of completion of implementation of the Share Incentive Scheme.

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NOTICE OF CLASS MEETING OF H SHAREHOLDERS

Among the authorization matters mentioned above, except for items which are specifically required by laws, regulations, regulatory documents and securities regulatory and administrative institutions to be approved by resolutions of the Board of Directors, the other items may be exercised directly by the Chairman of the Board of Directors or his duly authorized persons on behalf of the Board of Directors.

By Order of the Board Shanghai Junshi Biosciences Co., Ltd.* Mr. Xiong Jun Chairman

Shanghai, PRC, 30 April 2019

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NOTICE OF CLASS MEETING OF H SHAREHOLDERS

Notes:

1. The register of members of H shares of the Company will be closed from Saturday, 18 May 2019 to Monday, 17 June 2019, both days inclusive, during which period no transfer of H shares of the Company will be registered, in order to determine the entitlements of the shareholders of the Company to attend and vote at the Class Meeting of H Shareholders to be held on Monday, 17 June 2019. In order to be eligible to attend and vote at the Class Meeting of H Shareholders, all transfers of H Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s H Share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for holders of H shares) before 4:30 p.m. on Friday, 17 May 2019, being the last share registration date.

2. A shareholder entitled to attend and vote at the meeting may appoint one or more persons as his/her proxy(ies) to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company but must attend the meeting in person to represent the member.

3. The instrument appointing a proxy must be in writing and signed by the appointing shareholder or his duly authorized attorney in writing. Where the appointing shareholder is a legal entity, such instrument must be either under its common seal or duly signed by its legal representative, director(s) or duly authorized attorney(s).

4. Shareholders who intend to attend the meeting by proxy should complete the proxy form. For holders of H shares, the proxy form should be returned to the Company’s H Share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in person or by post as soon as possible not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending the meeting and any adjournment thereof and voting in person. In such event, the form of proxy shall be deemed to be revoked.

5. Shareholders who intend to attend the meeting in person or by proxy should return the reply slip (for holders of H shares) to the Company’s H share registrar, Tricor Investor Services Limited on or before Monday, 27 May 2019.

6. The Class Meeting of H Shareholders is expected to last for less than half a day. Shareholders (in person or by proxy) who attend the Class Meeting of H Shareholders should bear their own transportation and accommodation expenses. Shareholders or their proxies attending the Class Meeting of H Shareholders shall present their identification documents.

7. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

8. References to times and dates in this notice are to Hong Kong local times and dates.

9. Further details of the resolutions will be included in the circular to be dispatched to shareholders by the Company.

10. Further details of this resolution are also set out in the announcement of the Company dated 30 April 2019.

11. This notice of meeting is despatched to the holders of H Shares only.

12. For identification purposes only.

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NOTICE OF CLASS MEETING OF DOMESTIC SHAREHOLDERS

SHANGHAI JUNSHI BIOSCIENCES CO., LTD.* 上海君實生物醫藥科技股份有限公司

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

(Stock code: 1877)

NOTICE OF THE 2019 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2019 first class meeting of domestic Shareholders (the “ Class Meeting of Domestic Shareholders ”) of Shanghai Junshi Biosciences Co., Ltd. (the “ Company* ”) will be held immediately after the conclusion of the 2018 annual general meeting of the Company (or any adjournment thereof) at Jumeirah Himalayas Hotel, Shanghai, No. 1108 Mei Hua Road, Pudong, Shanghai, the People’s Republic of China on Monday, 17 June 2019, for the purpose of considering and if thought fit, passing the following resolutions. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the announcement of the Company dated 30 April 2019 in relation to the proposed Issue of A Shares.

SPECIAL RESOLUTIONS [(9)]

1. To consider and approve the Company has met the requirements of initial public offering of A Shares and listing on the Sci-Tech Innovation Board.

2. To consider and approve the proposed Issue of A Shares as follows (each and every items as a separate resolution):

3. (i) Class of new Shares to be issued: Ordinary Shares traded in RMB and listed in the PRC

4. (ii) Nominal value of new Shares to be issued: RMB1.00 each

5. (iii) Issue size: The proposed Issue of A Shares only involves issue of new Shares, and will not involve sale of Shares by existing shareholders. The Company will issue not more than 87,130,000 new A Shares. If over-allotment is arranged, the number of Shares that may be over-alloted shall not exceed 15% of the initial number of A Shares to be issued, and shall be counted towards the scope of 87,130,000 A Shares. The final issue size and arrangements of overallotment (if any) will be determined by the Board after consultation with the lead underwriter according to the authorization (if granted at the general meetings and the class meetings), the conditions required by the laws and regulations of the PRC and the regulatory authorities, and the market condition then. In the event of ex right matters such as bonus issue and conversion of capital reserve to equity prior to the proposed Issue of A Shares, the number of A Shares to be issued will be adjusted accordingly.

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NOTICE OF CLASS MEETING OF DOMESTIC SHAREHOLDERS

• (iv) Method of issuance: The issue will be conducted through a combination of off-line placement to the price consultation participants and offering by way of on-line subscription by public investors at a fixed price, or other methods of issuance approved by the securities regulatory authorities (including but not limited to placement to strategic investors).

• (v) Target subscribers: Qualified price consultation participants subject to the laws, regulations and normative documents of the PRC and the conditions required by the regulatory authorities, strategic investors and qualified investors who maintain A Shares securities account with the Shanghai Stock Exchange (excluding those in respect of which subscription has been prohibited by laws, regulations and regulatory documents of the PRC).

• (vi) Pricing methodology: The issue price of the Issue of A shares will be determined based on market subscription price in relation to the combination of off-line placement to the professional institutional investors and offering by way of on-line subscription by public investors, or by other pricing methods recognized by the China Securities Regulatory Commission (“CSRC”) and the Shanghai Stock Exchange.

• (vii) Use of proceeds: The proceeds raised from the proposed Issue of A Shares after deducting the issuance expenses will be used for research and development of innovative drugs project, Lingang Production Base construction project, repayment of bank loans and replenish cash flow.

• (viii)Method of underwriting: The Issue of A Shares will be underwritten by the sponsor(s) by way of standby commitment.

• (ix) Place of listing: All A Shares will be listed and traded on the Sci-Tech Innovation Board of the Shanghai Stock Exchange.

• (x) Validity period of the resolutions: The resolutions will be valid for a period of 12 months from the date of approval at the general meeting and the class meetings.

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NOTICE OF CLASS MEETING OF DOMESTIC SHAREHOLDERS

1. To consider and approve the investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis.

The proceeds raised by the Company from the proposed Issue of A Shares will be used for the following projects after deducting the issuance expenses:

No. Project name 1 Research and development of innovative drugs 2 Lingang Production Base construction project 3 Repayment of bank loans and replenish cash flow Total	Proposed investment amount from proceeds raised (RMB) 1,200,000,000 700,000,000 800,000,000
	2,700,000,000

• Note: The ultimate names of the projects mentioned above shall be finalized by the names approved by or filed with (if required) the government authorities.

After the proceeds raised from the proposed Issue of A Shares are in place, the Company will invest the proceeds into the above projects according to the actual needs and priorities of the projects. If the total investment amount of the projects exceeds the amount of proceeds raised from this issuance, the excess amount shall be settled by the Company with its own funds or self-raised funds. If the net proceeds actually raised (after deducting the issuance expenses) are less than the total amount of proceeds to be invested, the shortfall shall be covered by the Company with its own funds or self-raised funds. If the proceeds raised from this issuance exceeds the capital requirements of the projects, the surplus amount will be used for other purposes relating to the Company’s principal business.

Before the proceeds raised from the proposed Issue of A Shares are in place, the Company may make an initial investment with its own funds or self-raised funds according to the needs of the projects, and after the proceeds raised are in place, the Company can replace the initial investment funds according to the requirements and procedures of the relevant laws, regulations and regulatory documents.

Within the scope of the finally determined investment projects to be funded by proceeds raised from proposed Issue of A Shares, the Board of Directors may, according to the actual needs of the project, make appropriate adjustments to the sequence and amount of the proceeds to be invested in the above projects.

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NOTICE OF CLASS MEETING OF DOMESTIC SHAREHOLDERS

1. To consider and approve the authorization to the Board of Directors to fully handle matters in connection with the proposed Issue of A Shares and the listing on the Sci-Tech Innovation Board.

The authorization proposed to be granted to the Board shall include without limitation:

• (i) The performance of all procedures relating to the Company’s issuance and listing, including but not limited to, submission of an application to the Shanghai Stock Exchange for the public issuance of shares and listing on the Sci-Tech Innovation Board, and submission of an application for registration to the CSRC after approval and consent have been granted by the Shanghai Stock Exchange, and provision of reply to the securities regulatory institutions in respect of feedback opinions on matters relating to this issuance and listing.

• (ii) The formulation and implementation of the specific proposal for this issuance, including but not limited to specific matters such as the timing of issuance, target of issuance, beginning and ending dates of issuance, issue price or pricing method, the specific number of shares to be issued, method of issuance, over-allotment placement, strategic placement, specific projects to be funded by the proceeds raised and the progress and amount of investment, in accordance with national laws, regulations and regulatory documents, the relevant requirements and policies of securities regulatory authorities, and the specific conditions including the securities market conditions and the resolutions of the shareholders’ general meeting, the class meeting of holders of H Shares and the class meeting of holders of Domestic Shares.

• (iii) If the PRC and securities regulatory authorities issue new requirements and policies on initial public offering of shares, the Board of Directors be authorized to make corresponding adjustments to this issuance proposal according to the new requirements and policies and continue to handle the matters relating to this issuance.

• (iv) The preparation, review, amendment and signing of all legal documents and material contracts relating to this issuance and listing, including but not limited to the prospectus for the Issue of A Shares and listing on the Sci-Tech Innovation Board, strategic placement agreements and other relevant documents.

• (v) The completion of all government approval procedures involved in this issuance and listing, the payment of all issuance expenses relating to share issuance, listing and sponsorship, and the completion of other necessary procedures and tasks required by this issuance and listing.

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NOTICE OF CLASS MEETING OF DOMESTIC SHAREHOLDERS

• (vi) Authorizing the Board of Directors to supplement and amend the relevant clauses of the Articles according to the result of share issuance and to complete the relevant procedures for the approval, registration and filing of such changes with the competent authority of commerce and the competent administration for industry and commerce.

• (vii) The necessary supplement and amendment to the Articles and the internal management policies of the Company according to the requirements and suggestions of the CSRC, Shanghai Stock Exchange and the relevant securities regulatory authorities or according to the actual conditions of this issuance.

• (viii) Within the scope of the resolutions passed by the Shareholders at the general meeting and class meetings, necessary and appropriate adjustments will be made to the relevant matters in the implementation process of the investment projects funded by the proceeds raised, including but not limited to: the organization and implementation of project construction with self-owned or self-raised funds according to the actual progress of the projects before the proceeds of this issuance and listing are in place; the confirmation of a special deposit account for the proceeds raised; the signing of a tripartite supervision agreement for the proceeds raised; the implementation of the use of proceeds after completion of this issuance and listing; if the proceeds raised are insufficient, the Company should solve the problem through self-owned or self-raised funds; the signing of material contracts involved in the implementation process of the investment projects funded by the proceeds raised; and making decisions on the investment proposals for various projects within the scope of the total investment amount for investment projects funded by the proceeds raised which has been considered and approved by the Shareholders.

• (ix) After completion of this issuance, handling the matters of registration and settlement of shareholdings at the China Securities Depository and Clearing Co., Ltd., including but not limited to the depository, registration, circulation and lock-up of shares.

• (x) The publication of, among other things, the prospectus and its summary and listing announcement on designated newspapers and websites according to the requirements of the CSRC, the Shanghai Stock Exchange and the relevant securities regulatory authorities, and making an application for listing to the designated stock exchange and providing complete information of the application.

• (xi) The engagement of intermediaries, including the sponsor/lead underwriter, legal adviser and auditor for this issuance and listing of the Company, determination of service fees for the intermediaries through consultation, and signing of engagement agreements.

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NOTICE OF CLASS MEETING OF DOMESTIC SHAREHOLDERS

• (xii) In case of occurrence of force majeure events or other circumstances where implementation of this issuance plan would become difficult, or although implementation would be possible, it would bring extremely adverse impact on the Company, then decisions to suspend or terminate this issuance plan may be made at discretion.

• (xiii) For the purpose of this issuance and listing, communication with the relevant regulatory institutions or organizations, such as CSRC, Shanghai Stock Exchange, NEEQ, the Stock Exchange and China Securities Depository and Clearing Co., Ltd., on behalf of the Company will be carried out.

• (xiv) After approval for issuance and listing has been granted by the Shanghai Stock Exchange on this issuance and listing, in accordance with the relevant requirements of the NEEQ, an application shall be made on timely basis to terminate the listing of the Domestic Shares on the NEEQ, including but not limited to the suspension of share transfer, formulation and implementation of protective measures for dissenting shareholders and making an application for delisting from the NEEQ.

• (xv) Subject to the extent permitted by the relevant laws, regulations and regulatory documents, the handling of other matters considered to be necessary, desirable and appropriate for this issuance and listing.

The above authorization, if approved, shall be valid for a period of 12 months from the date of approval at the general meeting and the class meetings.

1. To consider and approve the proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares:

As of the date of this notice, the Company has no undistributed accumulated profit. If the Company has undistributed accumulated profit before the Issue of A Shares and listing on Sci-Tech Innovation Board, then it is proposed that the new and existing Shareholders shall share in proportion to their respective shareholding after the issuance and listing.

If the Company has unrecovered losses prior to the Issue of A Shares and listing on the Sci-Tech Innovation Board, it is proposed that the new and existing Shareholders of the Company after this issuance and listing shall bear the losses according to the proportion of their shareholdings after this issuance and listing.

1. To consider and approve the Company’s three-year dividend distribution plan for Shareholders after Issue of A Shares and listing on the Sci-Tech Innovation Board.

2. To consider and approve the Company’s share price stabilization plan within three years after the Issue of A Shares and listing on the Sci-Tech Innovation Board.

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NOTICE OF CLASS MEETING OF DOMESTIC SHAREHOLDERS

1. To consider and approve relevant letter of undertakings issued by the Company in respect of matters relating to the Company’s application for Issue of A Shares and listing on the Sci-Tech Innovation Board and the proposed restraining measures for the failure to comply with such public undertakings.

Further, to authorize the Board of Directors to make appropriate undertakings for the purpose of the Issue of A Shares in accordance with the laws, regulations and regulatory documents of the PRC, the relevant regulations and policies of the securities regulatory departments, and combining the review for listing on the Sci-Tech Innovation Board in practice and the actual situation of the Company.

1. To consider and approve the Company’s proposed specific measures for recovery of return in relation to the impact of dilution of immediate return by the Issue of A Shares, and the corresponding undertakings given by the related entities to ensure the practical implementation of the Company’s measures for recovery of return.

2. To consider and approve the proposed amendments to the Articles in respect of the Issue of A Shares.

3. To consider and approve the proposed amendments to the Company’s internal management policies, namely, the “Rules of Procedures for the General Meeting of Shareholders”, the “Rules of Procedures for the Board of Directors”, the “Rules of Procedures for the Board of Supervisors”, “Management Policies for Raised Funds”, “Management Policies for Related/Connected Transactions”, the “Administrative Policies for External Guarantees”, the “Administrative Policies for Foreign Investment”, the “Management Policies for Distribution of Profits” and the “Terms of Reference of Independent Non-Executive Directors”.

4. To consider and approve the engagement of professional intermediaries, including the sponsor/lead underwriter, legal adviser and auditor, for the Company’s Issue of A Shares and listing on the Sci-Tech Innovation Board and to authorize the Board of Directors to determine the relevant remuneration of the aforementioned intermediaries, including but not limited to China International Capital Corporation Limited, Beijing Jia Yuan Law Offices and Huapu Tianjian Certified Public Accountants (LLP), etc.

5. To consider and approve the status of major transactions with related parties during the reporting period (i.e. the three years ended 31 December 2016, 2017, 2018 and the three months ended 31 March 2019).

6. To consider and approve the “Report on the Use of Proceeds Raised in Previous Offering by Shanghai Junshi Biosciences Co., Ltd.”.

7. To consider and approve the proposed amendments to the Share Incentive Scheme. [(10)]

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NOTICE OF CLASS MEETING OF DOMESTIC SHAREHOLDERS

1. To consider and approve the authorization to the Board of Directors or its authorized person(s) to fully handle all matters in relation to the share incentives, including but not limited to:

2. (i) Making a proposal to the Shareholders at the general meeting and class meetings for authorizing the Board of Directors to be responsible for implementing the specific details of the Share Incentive Scheme as follows:

   • (a) Authorising the Board of Directors to make corresponding adjustments to the number of share options and the number of underlying shares involved according to the methods stipulated in the Share Incentive Scheme in the event of, among other things, increasing share capital with capital reserves, distributing bonus shares, share split or share consolidation, rights issue, issue of new shares and distribution of dividends by the Company;

   • (b) Authorising the Board of Directors to make corresponding adjustments to the exercise price according to the methods stipulated in the Share Incentive Scheme in the event of, among other things, increasing share capital with capital reserves, distributing bonus shares, share split or share consolidation, rights issue, issue of new shares and distribution of dividends by the Company;

   • (c) Authorizing the Board of Directors to make appropriate amendments to the content of the Share Incentive Scheme according to relevant laws, regulations and regulatory documents, as well as the requirements and recommendations of relevant securities regulatory authorities such as the CSRC, the Hong Kong Stock Exchange and the Shanghai Stock Exchange, save for the circumstances in which the specific provisions of relevant laws, regulations and regulatory documents are subject to consideration at the general meeting;

   • (d) Authorizing the Board of Directors to examine and confirm the exercise eligibility and exercise conditions of the participants, and consenting the delegation of such rights by the Board of Directors to be exercised by the Remuneration and Appraisal Committee;

   • (e) Authorizing the Board of Directors to decide whether the participants may exercise their share options;

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NOTICE OF CLASS MEETING OF DOMESTIC SHAREHOLDERS

• (f) Authorizing the Board of Directors to handle all matters necessary for the exercise of share options by the participants, including but not limited to making an application to the Company or the relevant competent authorities to exercise the share options, amending the Articles, and completing the registration for changes in registered capital of the Company;

• (g) Authorizing the Board of Directors to handle the changes and termination of the Share Incentive Scheme according to the requirements under the Share Incentive Scheme, recovery of the income received by the participants and completion of all necessary matters, including but not limited to the cancellation of the eligibility of the participants to exercise the share options and cancellation of the share options which have not been exercised by the participants;

• (h) Authorizing the Board of Directors to handle the exercise of share options which have not been exercised;

• (i) Signing, delivery and execution of all legal documents relating to the Share Incentive Scheme with the participants;

• (j) Authorizing the Board of Directors to implement other necessary matters as required under the Share Incentive Scheme, except for rights that must be exercised by the Shareholders’ General Meeting as specified explicitly in the relevant document.

• (ii) Making a proposal to the Shareholders at the AGM and Class Meetings for authorizing the Board of Directors to complete the procedures of approval, registration, filing, permission and consent with the relevant government authorities and institutions in respect of the Share Incentive Scheme; to sign, execute, modify and complete the documents submitted to the relevant government authorities, institutions, organizations and individuals; and to perform all acts, affairs and matters which are considered by the Board of Directors to be necessary, desirable or appropriate in respect of the Share Incentive Scheme.

• (iii) Making a proposal to the Shareholders at the AGM and Class Meetings for granting consent on the validity period of the authorization to the Board of Directors to commence from the date of consideration and approval of this resolution by the Shareholders’ General Meeting until the date of completion of implementation of the Share Incentive Scheme.

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NOTICE OF CLASS MEETING OF DOMESTIC SHAREHOLDERS

Among the authorization matters mentioned above, except for items which are specifically required by laws, regulations, regulatory documents and securities regulatory and administrative institutions to be approved by resolutions of the Board of Directors, the other items may be exercised directly by the Chairman of the Board of Directors or his duly authorized persons on behalf of the Board of Directors.

By Order of the Board Shanghai Junshi Biosciences Co., Ltd.* Mr. Xiong Jun Chairman

Shanghai, PRC, 30 April 2019

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NOTICE OF CLASS MEETING OF DOMESTIC SHAREHOLDERS

Notes:

1. The Domestic Shareholders whose names appear on the Company’s register of members of domestic shares of the Company maintained by China Securities Depository and Clearing Co., Ltd. at 3:00 p.m. on Monday, 10 June 2019 shall be entitled to attend and vote at the Class Meeting of Domestic Shareholders to be held on Monday, 17 June 2019. Investors who buy securities on the share interest registration date (being Monday, 10 June 2019) are entitled to this right, and investors who sell securities on the share interest registration date are not entitled to this right.

2. A shareholder entitled to attend and vote at the meeting may appoint one or more persons as his/her proxy(ies) to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company but must attend the meeting in person to represent the member.

3. The instrument appointing a proxy must be in writing and signed by the appointing shareholder or his duly authorized attorney in writing. Where the appointing shareholder is a legal entity, such instrument must be either under its common seal or duly signed by its legal representative, director(s) or duly authorized attorney(s).

4. Shareholders who intend to attend the meeting by proxy should complete the proxy form. For holders of domestic shares, the proxy form should be returned to the Company at Conference Room, Suite 610, No. 780 Cailun Road, Zhangjiang High-Tec Park, Pudong District, Shanghai, China, in person or by post as soon as possible not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending the meeting and any adjournment thereof and voting in person. In such event, the form of proxy shall be deemed to be revoked.

5. Shareholders who intend to attend the meeting in person or by proxy should return the reply slip (for holders of domestic shares) to the Company at Conference Room, Suite 610, No. 780 Cailun Road, Zhangjiang High-Tec Park, Pudong District, Shanghai, China before the convening of the meeting on Monday, 17 June 2019.

6. The Class Meeting of Domestic Shareholders is expected to last for less than half a day. Shareholders (in person or by proxy) who attend the Class Meeting of Domestic Shareholders should bear their own transportation and accommodation expenses. Shareholders or their proxies attending the Class Meeting of Domestic Shareholders shall present their identification documents.

7. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

8. References to times and dates in this notice are to Shanghai, PRC local times and dates.

9. Further details of the resolutions will be included in the circular to be dispatched to shareholders by the Company.

10. Further details of this resolution are also set out in the announcement of the Company dated 30 April 2019.

11. For further details, please also refer to the notice of the 2019 first class meeting of domestic Shareholders separately published on the website of the National Equities Exchanges and Quotations (http://www.neeq.com.cn).

12. For identification purposes only.

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